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FULL PACKET_2017-10-03
MINUTES OF THE ADJOURNED REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA CALLED TO ORDER SEPTEMBER 18, 2017 Is] 11i1yqQPy=91-11IQzIiyd=I =111I11010 CITY HALL, ROOM 831 20 CIVIC CENTER PLAZA 10:05 A.M. ATTENDANCE COUNCILMEMBERS Present: MIGUELA. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES VICENTE SARMIENTO SAL TINAJERO JUAN VILLEGAS COUNCILMEMBERS Absent: JOSE SOLORIO STAFF Present: CYNTHIA J. KURTZ, Interim City Manager SONIA R. CARVALHO, City Attorney PUBLIC COMMENTS - None CLOSED SESSION ITEM - 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 matter will prejudice the position of the City: 1. PUBLIC EMPLOYEE — APPOINTMENT pursuant to Government Code Section 54957(b)(1). Title: City Manager CLOSED SESSION REPORT— nothing to report. CITY COUNCIL MINUTES 1 SEPTEMBER 18, 2017 10A-1 ADJOURNMENT - 5:05 P.M. - The next meeting of the City Council is scheduled for Tuesday, October 3, 2017 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Maria D. Huizar, Clerk of the Council CITY COUNCIL MINUTES 2 SEPTEMBER 18, 2017 10A-2 MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA SEPTEMBER 19, 2017 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:09 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUELA. PULIDO, Mayor (5:22 P.M.) MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES VICENTE SARMIENTO (5:11 P.M.) JOSE SOLORIO SAL TINAJERO (5:17 P.M.) JUAN VILLEGAS COUNCILMEMBERS Absent: None STAFF Present: CYNTHIA J. KURTZ, Interim 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 5:09 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION pursuant to paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: City of Santa Ana v. Kent Ochiai et al., Orange County Superior Court Case No. 30-2014-00763309-C U -E I -CJ C CITY COUNCIL MINUTES 1 SEPTEMBER 19, 2017 1OB-1 2. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Personnel Services Executive Director, Ed Raya Employee Organizations: Service Employees' International Union (SEIU) Full -Time Employees Confidential Association of Santa Ana (CASA) Santa Ana Management Association (SAMA) 3. PUBLIC EMPLOYEE - PERFORMANCE EVALUATION pursuant to Section 54957(b)(1) of the Government Code. Title: Clerk of the Council 4. PUBLIC EMPLOYEE — APPOINTMENT pursuant to Government Code Section 54957(b)(1). Title: City Manager CLOSED SESSION REPORT - See Item 19A for any reportable action(s). ADJOURNED THE CLOSED SESSION MEETING AT 6:05 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 2 SEPTEMBER 19, 2017 10 B-2 CALLED TO ORDER REGULAR OPEN MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:12 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUELA. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS COUNCILMEMBERS Absent: None STAFF Present: CYNTHIA J. KURTZ, Interim City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO BOB BARNETT, POLICE CHAPLAIN SPECIAL PRESENTATION — Update from Arts and Culture Commission, Chair Sandra Pena. PROCLAMATION presented by MAYOR PRO TEM MARTINEZ in recognition of Hispanic Heritage Month. CERTIFICATE OF RECOGNITION presented by MAYOR PRO TEM MARTINEZ to 24 -Hour Fitness Santa Ana Edinger Super -Sport Facility in recognition of their grand opening. CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER SARMIENTO to the following individuals for supporting the City's efforts to establish an Immigration Legal Defense Fund: Sameer Ashar; Ruben Barreto; Kimberly Castro; Nathalie Cedeno; Hairo Cortes; Andani Alcantara Diaz; Eric Dominguez; Erik Garcia; Norma Garcia Guillen; Roberto CITY COUNCIL MINUTES 3 SEPTEMBER 19, 2017 10 B-3 Herrera; Faby Jacome; Jennifer Koh; Annie Lai; Brennan Lowe; Carlos Perea; Claudia Perez; Blanca Robles; Sabrina Rivera; Jose Servin; Alexis Teodoro; Vecindario Lacy en Accion. CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER SOLORIO to the Museum of Teaching and Learning Board for their outstanding contributions to the community: Mike Cymbrowsky Loren Doll, Mary Deming; Minard Duncan; Michael Habashi; Greta Nagel; and Eva Postma. PROCLAMATION to A.C. Green, retired National Basketball Association player and CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER VILLEGAS to the Orange County Hispanic Chamber of Commerce and Johnny Gutierrez from The Life and Hope Foundation for their contributions to the Orange County Leadership Program. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER VILLEGAS to Edgar Vasquez for his bravery in saving a victim from a burning vehicle. CLOSED SESSION REPORT — See Agenda Item 19A for reportable action. PUBLIC COMMENTS • Alexis Teodoro, spoke in support of National Renters Rights Week and creation of policies to that end. • Victor Payan, invited all to attend 8th Annual OC Film Fiesta on October 6th. • Luis Sarmiento, supports mobilization efforts on affordable housing, homelessness and immigrant rights. • Araceli Robles, spoke in support of National Renters Rights Week and expansion of affordable public housing. • Esperanza Vielma, environmental researcher with Restore the Delta; request open dialogue with officials and informational session to the residents. • Carl Beninger, noted that deadline to apply for SB1 approaching; spoke in support of water and tree conservation; supports addition of public works staffing. o Councilmember Sarmiento requested a WorkStudy Session on rental statistics; conditions; evictions; affordable housing stock and number of absent landlords; find path for ownership AGENDA ITEM CONSIDERED OUT OF ORDER— ORDINANCE SECOND READING Mayor Pulido, abstained on Agenda Item 11 B due to a potential conflict of interest and did not participate in the deliberation of said item. Mayor Pro Tem Martinez assumed the Chair. 11 B. ORDINANCE SECOND READING - ADOPT AN ORDINANCE TO REGULATE MOBILE FOOD VENDING VEHICLES {STRATEGIC PLAN NO. 5, 11 (Planning and Building Agency) - Clerk of the Council Office Placed on first reading at the September 5, 2017 City Council meeting and approved by a vote of 5-0 (Pulido abstained and Martinez absent). CITY COUNCIL MINUTES 4 SEPTEMBER 19, 2017 Published in the Orange County Reporter on September 8, 2017. The following spoke on the matter: • Federico Sayre, represent Los Vendedores organization, spoke in opposition to the proposed ordinance; concerned with the following: 1. No owner or operator of a vending vehicle shall permit vending within two hundred and fifty (250) feet from a school, park, community center or public playground facility; 2. Vending is prohibited from a food vending vehicle that is parked, stopped, or standing on any public street, alley, or highway where the posted speed limit on the public streets, alley, or highway is thirty-five (35) miles per hour or greater.3. 14th amendment violation and 4. No additional lighting other than that required by the California Vehicle Code may be installed or operated on a food vending vehicle. Any signage or display for a food vending vehicle must comply with the generally applicable sign regulations contained in Chapter 41 of the Code. • Alex Soriano, concerned with some proposed provisions in ordinance. • Aniceto Mejia Sanchez, noted that proposed changes would personally affect him and his family's wellbeing. • Victor Payan, support mobile vendors; suggest use of parking lots along with cultural activities • Irma Macias, spoke in support of proposed ordinance that will regulate mobile vending trucks. Councilmember Benavides, requested clarification of 250 feet and 35 speed limit issue raised by Mr. Sayre. City Attorney Carvalho, noted that recommendations received from concerns raised by Public Works safety study and also to be consistent with brick and mortar businesses Assistant Director of Public Works, William Galvez, also indicated that safety study addressed concerns raised. City Attorney Carvalho, added that staff asked how many trucks would be impacted and no specific information was provided. Councilmember Tinajero, opined that spirit of ordinance included input from public and vendors; supports measure. Councilmember Sarmiento, thanked all involved in crafting ordinance; important to balance interests and quality of life for residents; supports creation of islands for vending trucks. City Attorney Carvalho, noted for the record that death rate increased when speed limits increased. CITY COUNCIL MINUTES 5 SEPTEMBER 19, 2017 1 OB -5 Councilmember Solorio, research was robust and included safety and legal concerns. Mayor Pro Tem Martinez, supports measures that protect children, healthy food options and air quality. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2924 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING THE NEW FOOD VENDING VEHICLE ORDINANCE IN CHAPTER 36 OF THE SANTA ANA MUNICIPAL CODE MOTION: Solorio SECOND: Villegas VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAINED: Pulido (1) ABSENT: None (0) CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on the following Consent Calendar items: Items 10A through 31 B, with the following modifications: • Mayor Pro Tem Martinez dissented on Agenda Items 11A, 25J, 25K, and 25K and pulled Agenda Item 25A and 25F for separate action; and • Councilmember Sarmiento, dissented on Agenda Item 19E. MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Sarmiento Benavides, Martinez, Pulido, Sarmiento, Solorio, Tinajero, Villegas (7) None (0) None (0) None (0) CITY COUNCIL MINUTES 6 SEPTEMBER 19, 2017 10 B-6 ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF SEPTEMBER 5, 2017 {STRATEGIC PLAN NO. 5, 11 — Clerk of the Council Office MOTION: Approve Minutes. ORDINANCES/SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A. ORDINANCE SECOND READING - ZONING ORDINANCE AMENDMENT NO. 2016-03 TO AMEND CERTAIN SECTIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE — CITY OF SANTA ANA, APPLICANT {STRATEGIC PLAN NO. 5, 11 (Planning and Building Agency) - Clerk of the Council Office Placed on first reading at the September 5, 2017 City Council meeting and approved by a vote of 6-0 (Martinez absent). Published in the Orange County Reporter on September 8, 2017. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2923 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING VARIOUS SECTIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE INCLUDING SECTION 41-198.13 (WIRELESS FACILITIES), SECTION 41-246 (R-2/TWO-FAMILY RESIDENCE), SECTION 41-593.4 AND 41-593.5 (SPECIFIC DEVELOPMENT/SD SITE PLAN REVIEW), SECTION 41-638.1 (MINOR EXCEPTION), SECTION 41-639 (PLANNING COMMISSION TO MAKE FINDINGS OF FACT), SECTION 41-642 (REVIEW OF DECISION OF PLANNING COMMISSION BY CITY COUNCIL; HEARING), SECTION 41-645 (APPEALS FROM DECISIONS OF PLANNING COMMISSION AND/OR ZONING ADMINISTRATOR -GENERALLY), SECTIONS 41-668 AND 41-669 (DEVELOPMENT PROJECT APPROVAL), AND SECTIONS 41-1309, 41- 1309.1, 41-1346, 41-1375 AND 41-1411 (VARIOUS PARKING STANDARDS) 'Mayor Pro Tem Martinez, dissented on Agenda Item 11A. CITY COUNCIL MINUTES 7 SEPTEMBER 19, 2017 10 B-7 BOARDS / COMMISSIONS / COMMITTEES 13A. APPOINT GREGORY GUZMAN TO THE YOUTH COMMISSION AS AN ALTERNATE MEMBER FOR A PARTIAL TERM EXPIRING DECEMBER 11, 2018 AS THE WARD 2 ALTERNATE REPRESENTATIVE {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Nominate Gregory Guzman for an appointment to the Youth Commission as an Alternate Member representing Ward 2 (replaces J. Barron). MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approve settlement agreement as follow: City of Santa Ana v. Kent Ochiai et al., Orange County Superior Court Case No. 30-2014-00763309-CU-EI-CJC; Acquisition of property, 1601 N. Bristol Street, in the amount of $1,882,500 (AGMT NO. 2017-259) 19B. EXCUSED ABSENCES — None 19C. STRATEGIC PLAN MONTHLY REPORT FOR AUGUST 2017 {STRATEGIC PLAN NO. 5, 11 - City Manager's Office The Strategic Plan Monthly Reports are available on the City's website at: http://www.santa-ana.org/strategic-planning/. MOTION: Receive and file. 19D. AUTHORIZE SUBMISSION OF THE CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT {STRATEGIC PLAN NO 4, 11 - Community Development Agency MOTION: Authorize the submission of the Consolidated Annual Performance and Evaluation Report to the U. S. Department of Housing and Urban Development. CITY COUNCIL MINUTES 8 SEPTEMBER 19, 2017 ' woo 19E. APPROVE DESTRUCTION OF OBSOLETE CITY RECORDS {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Approve the requests for the destruction of obsolete records from various City departments in accordance with the retention schedule outlined in City Council Resolution 2013-014. The Citywide Records Retention Schedule has specific retention periods for many City documents. The Schedule is modeled after the California Secretary of State's sample for local government and incorporates other statutory periods applicable to Santa Ana. These are minimum retention periods. Each makes discretionary decisions on whether to retain records past the minimum requirements. 'Councilmember Sarmiento, dissented on Agenda Item 19E. -11JBiel =111III Wdiyilevii1=I*1 SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. SPEC. NO. 17-085 - AWARD A PURCHASE ORDER CONTRACT AWARD FOR ROCK, SAND, AND GRAVEL {STATEGIC PLAN NO. 6, 1C) (Public Works Agency) - Finance and Management Services MOTION: Award a purchase order contract to West Coast Sand & Gravel, Inc., for a one-year period beginning October 1, 2017, and expiring September 30, 2018, with provisions for three one-year renewals exercisable by the City Manager, in an annual aggregate amount not to exceed $78,000, subject to non -substantive changes approved by the City Manager and City Attorney. 22B. SPEC. NO. 17-091 - AWARD A PURCHASE ORDER FOR CISCO NETWORK EQUIPMENT {STRATEGIC PLAN NO. 6,11 (Information Technology Department) - Finance and Management Services MOTION: 1. Authorize a one-time purchase and payment of purchase order to NIC Partners, Inc. for the purchase of Cisco network equipment in the total amount of $578,000, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Reject the bid from Charity IT as non-responsive. CITY COUNCIL MINUTES 9 SEPTEMBER 19, 2017 10 B-9 PROJECTS/CHANGE ORDERS 23A. APPROVE REVISED COST ANALYSIS FOR THE GRANT -FUNDED BISHOP/PACIFIC/SHELTON BICYCLE BOULEVARDS PROJECT TO INCLUDE THE PROPOSED IMPROVEMENTS AT THE INTERSECTION OF PACIFIC AVENUE AND MYRTLE STREET (PROJECT NO. 15-6848) {STRATEGIC PLAN NOS. 6, 1 B & 1 G) - Public Works Agency MOTION: Approve a revised Project Cost Analysis for the grant -funded Bishop/Pacific/Shelton Bicycle Boulevards project that redirects $95,000 in cost savings achieved through efficiencies in administration, inspection, and testing to the contingency, and increases the scope of work to include the Pacific Avenue/Myrtle Street intersection, resulting in a net zero change in the original approved construction delivery cost of $1,095,140. AGREEMENTS MOTION: Approve a Memorandum of Understanding between the City of Santa Ana and the City of Garden Grove related to the Willowick Golf Course property located at 3017 W 5th Street (AGMT. No. 2017-244). MOTION: Martinez VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Solorio Benavides, Martinez, Pulido, Sarmiento, Solorio, Tinajero, Villegas (7) None (0) None (0) None (0) 25B. APPROVE A FIRST AMENDMENT TO THE AGREEMENT FOR INTERACTIVE VOICE RESPONSE SYSTEM MAINTENANCE, SERVICES, AND SOFTWARE {STRATEGIC PLAN NOS. 7, 2D & 5E) - Information Technology Department and Public Works Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute an amendment to the agreement with Selectron Technologies, Inc., an amount not to exceed $108,851.00 for a three year and eight-month period from November 1, 2017 — June 30, 2021, subject to non -substantive CITY COUNCIL MINUTES 10 SEPTEMBER 19, 2017 1OB-10 changes approved by the City Manager and City Attorney (AGMT. No. 2017-245). 25C. AGREEMENT FOR DATA CENTER MAINTENANCE AND SUPPORT SERVICES {STRATEGIC PLAN NO. 6, 11 - Information Technology Department MOTION: 1. Authorize the City Manager and the Clerk of the Council to execute an agreement with Signature Technology Group, Inc. (STG), to provide maintenance and support services and related equipment for the City and Police Department data centers for a three-year period beginning September 19, 2017 through September 18, 2020 with an option for two one-year renewals for an annual amount not to exceed $ $37,460 which is comprised of the sum of $35,676 and a 5% contingency of up to $1,784 for a total amount not to exceed $187,300 over the life of the agreement if all extensions are utilized, for services as may be performed at the sole discretion of the City, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2017-246). 2. Reject the bid from Converge One as nonresponsive. 25D. APPROVE A FIRST AMENDMENT TO THE AGREEMENT FOR LANDSCAPE SERVICES IN DISTRICT A (CIVIC CENTER AND STADIUM) {STRATEGIC PLAN NO. 6, 1 B) - Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Midori Gardens to modify the scope of services for landscape maintenance in District A (Civic Center Area and Stadium) and increase the annual amount starting October 1, 2017 from $255,605 to $329,739, which includes a 15% contingency, for the original term of July 1, 2016 through June 30, 2018, and each of the two, one-year renewal options for a total amount not to exceed $1,226,289 over the total term of the agreement, including renewals, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2017-247). 25E. APPROVE SECOND AMENDMENT TO AGREEMENT FOR WORKERS' COMPENSATION AND LIABILITY CLAIMS SOFTWARE STRATEGIC PLAN NO. 4, 31 - Personnel Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a second amendment to the agreement with Ventiv Technology, Inc., f/kla AON eSolutions, Inc. to extend the term of the agreement for one year, CITY COUNCIL MINUTES 11 SEPTEMBER 19, 2017 1OB-11 ending on September 30, 2018, and to add an additional $43,124.49 to the agreement for a total not to exceed amount of $194,195.4, which includes the original compensation and the additional compensation provided by the first amendment to the (AGMT. No. 2017-248). Councilmember Tinajero, concerned with recent reports in other states; requested number of grievances filed at the Santa Ana Jail since 2014; also inquired as to selection process. Robert Carroll, summarized bidding and selection process. Mayor Pro Tem Martinez, asked if City has current contract with US Marshalls; Interim City Manager Kurtz indicated that contract does not include any guarantees, but safety measures built-in. Councilmember Solorio, noted that contract includes 30 day cancellation clause; audit of services and oversight agencies in California. Councilmember Sarmiento, noted that medical services important to anchor agency at the jail facility. Councilmember Benavides, asked staff to address health and health-related services brought to the attention of the City. MOTION: Authorize the City Manager and Clerk of the Council to execute a two-year agreement, with three one-year options, with NaphCare, Inc. to provide basic and emergency health care services for Santa Ana Jail inmates, for the period of October 1, 2017 through September 30, 2019, in the amount of $4,991,486.78 (including a $100,000 contingency), subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2017-249). MOTION: Solorio SECOND: Villegas VOTE: AYES: Benavides, Pulido, , Solorio, Villegas (4) NOES: Martinez, Sarmiento, Tinajero (3) ABSTAIN: None (0) ABSENT: None (0) CITY COUNCIL MINUTES 12 SEPTEMBER 19, 2017 1OB-12 25G. APPROVE A FIRST AMENDMENT TO AGREEMENT FOR ENGINEERING SERVICES FOR THE SANTA ANA DELHI CHANNEL DIVERSION PROJECT (PROJECT NO. 16-6467) (STRATEGIC PLAN NO. 5, 2) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to amend the agreement with AECOM Technology Corporation by extending the term through December 16, 2019, and increasing the compensation by an amount not to exceed $278,321, for a total agreement amount not to exceed $750,000, subject to nonsubstantive changes approved by the City Manager and City Attorney (AGMT. No. 2017-250). 25H. AGREEMENT FOR CONSULTANT SERVICES RELATED TO THE INDIRECT COST RATE PROPOSAL TO RECEIVE GRANT FUNDS AS A RESULT OF THE PREPARATION OF CAPITAL IMPROVEMENT PROGRAM REIMBURSEMENT DOCUMENTATION SUBMITTED TO CALTRANS AND THE ORANGE COUNTY TRANSPORTATION AUTHORITY {STRATEGIC PLAN NO. 6, 1 G) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with MGT of America, Inc., for the term beginning September 19, 2017, and expiring on September 18, 2018, with provision for a one- year extension exercisable by the City Manager and the City Attorney, to complete preparation of Indirect Cost Rate Proposal as described in Agreement No. A-2016-199, for a total amount not to exceed the original $45,125, subject to nonsubstantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-251). 251. APPROVE AGREEMENT FOR CONSTRUCTION ENGINEERING SERVICES FOR THE WALNUT PUMP STATION BUILDING UPGRADE PROJECT (PROJECT NO. 11-6412) {STRATEGIC PLAN NO. 6, 1C) - Public Works Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute an agreement with NV5 Global, Inc., for a two-year term beginning September 19, 2017, and expiring on September 18, 2019, with provisions for a one-year extension exercisable by the City Manager and City Attorney, for a total amount not to exceed $180,000 over the entire life of the agreement, including any renewal period, subject to nonsubstantive changes approved by the City Manager and City Attorney (AGMT. No. 2017-252). 25J. APPROVE PURCHASE AGREEMENT FOR REAL PROPERTY ACQUISITION FOR BRISTOL STREET IMPROVEMENTS PHASE 3A, 1027 NORTH BRISTOL STREET (APN 405-274-09) (PROJECT NO. 136792 NON -GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1 G & 3, 2C) - Public Works Agency CITY COUNCIL MINUTES 13 SEPTEMBER 19, 2017 MOTION: Authorize the City Manager and Clerk of the Council to execute purchase agreement for the property located at 1027 North Bristol Street (APN 405-274-09) with property owner Euler R. Ferrer and Yolanda G. Ferrer as members for E.R. Ferrer - LLC, for a full acquisition in the amount of $679,000, subject to nonsubstantive changes approved by the City Manager and City Attorney (AGMT. No. 2017-253) 'Mayor Pro Tem Martinez, dissented on Agenda Item 25J. 25K. APPROVE TENANT INTEREST PURCHASE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS PHASE 3A, 1027 NORTH BRISTOL STREET (APN 405-274-09) (PROJECT NO. 136792, NON -GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1 G & 3, 2C) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute Tenant Interest purchase agreement in the property commonly known as General Family Dentistry located at 1027 North Bristol Street (APN 405- 274-09) and goodwill (if any) with property owner E.R. Ferrer - LLC, in an amount of $311,000, subject to nonsubstantive changes approved by the City Manager and City Attorney (AGMT. No. 2017-254). 'Mayor Pro Tem Martinez, dissented on Agenda Item 25K. 25L. APPROVE TENANT INTEREST PURCHASE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS PHASE 3A, 1111 N. BRISTOL STREET, SUITE I & J (APN 405-274-10) (PROJECT NO. 136792, NON -GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1 G & 3, 2C) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a Tenant Interest purchase agreement in the property commonly known as Back Pain Chiropractic Clinic, located at 1111 N. Bristol Street, Suite I & J (APN 405-274-10) and goodwill (if any) with property owner Thomas M. Hewko D.C., in the amount of $116,490, subject to nonsubstantive changes approved by the City Manager and City Attorney (AGMT. No. 2017-255). 'Mayor Pro Tem Martinez, dissented on Agenda Item 25L. 25M. ADOPT THE THIRD AMENDMENT WITH GREAT -WEST FINANCIAL FOR RECORDKEEPING AND COMMUNICATION SERVICES PERTAINING TO THE 457 DEFERRED COMPENSATION PLAN WITH SUPPORTING INVESTMENT & FIDUCIARY PLAN ADVISORY SERVICES WITH BENEFIT FINANCIAL SERVICES GROUP {STRATEGIC PLAN NO. 7, 41 - Finance and Management Services MOTION: CITY COUNCIL MINUTES 14 SEPTEMBER 19, 2017 1OB-14 1. Authorize the City Manager and Clerk of the Council to execute a third amendment with Great -West Financial, for recordkeeping and communication services pertaining to the 457 deferred compensation plan for a three month period beginning October 1, 2017 through December 31, 2017, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2017-256). 2. Authorize the City Manager and Clerk of the Council to execute an agreement with Benefit Financial Services Group (BFSG), for plan and investment advisory services pertaining to the 457 deferred compensation plan for a three month period beginning September 19, 2017 through December 31, 2017 for an amount not to exceed $10,000, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2017-257). MISCELLANEOUS — BUDGET 29A. DONATION AGREEMENTS AND CITY SERVICES CREDIT WITH ORGANIZATIONS TO SUPPORT COMMUNITY EVENTS AND PROGRAMS {STRATEGIC PLAN NO. 5, 41 - Council MOTION: 1. Authorize the City Manager and Clerk of the Council to execute agreements with various organizations in support of their community events and programs, subject to non -substantive changes approved by the City Manager and the City Attorney, as follows: a. Charitable Ventures of Orange County to support the National Senior Citizen Day to celebrate Santa Ana seniors and culture, in the amount of $1,000 (Councilmember Villegas); b. Charitable Ventures of Orange County to support the Artesia Pilar Neighborhood Association in restoring five murals on Civic Center Street with the assistance of local artists, in the amount of $500 (Councilmember Villegas); c. Roadrunner Football Boosters to support the Saddleback High School Football Team with on-going services, in the amount of $2,500 (Councilmember Tinajero). 2. Approve a donation to the Madison Park Neighborhood Association to support the Walk-a-Thon and Resource Fair, in the amount of $733.62 in City services credit (Councilmember Sarmiento). CITY COUNCIL MINUTES 15 SEPTEMBER 19, 2017 1OB-15 LAND USE MATTERS CONDITIONAL USE PERMITIVARIANCES 31A. RECEIVE AND FILE STAFF REPORT APPROVING VARIANCE NO. 2017-01 TO ALLOW TWO ADDITIONAL WALL SIGNS ON THE PRIMARY ELEVATION FOR SMART & FINAL EXTRA LOCATED AT 1523 WEST SEVENTEENTH STREET - NEIL MCNAUGHT, APPLICANT {STRATEGIC PLAN NO. 3, 21 - Planning and Building Agency Planning Commission approved recommended action on August 28, 2017. MOTION: Receive and file the staff report approving Variance No. 2017-01 as conditioned. 31 B. RECEIVE AND FILE STAFF REPORT APPROVING VARIANCE NO. 2017-02 TO ALLOW A REDUCTION IN LANDSCAPED SETBACKS FOR THE ORANGE COUNTY SCHOOL OF THE ARTS AT 123 EAST ELEVENTH STREET - MARK TURPIN, APPLICANT {STRATEGIC PLAN NO. 3, 21 - Planning and Building Agency Planning Commission approved recommended action on August 28, 2017. MOTION: Receive and file the staff report approving Variance No. 2017-02 as conditioned. ""END OF CONSENT CALENDAR" Clerk of the Council Huizar administered the Oath of Office to Gregory Guzman, Ward 2 Alternate member on the Youth Commission. BUSINESS CALENDAR ITEMS AGENDA ITEM CONSIDERED OUT OF ORDER - REPORT 65A. APPROVE AN AMENDMENT TO FISCAL YEAR 2017/18 SEVEN-YEAR CAPITAL IMPROVEMENT PROJECT TO INCLUDE PARK PROJECTS IN THE AMOUNT OF $2 MILLION FROM COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS {STRATEGIC PLAN NO. 5, 4A} - Parks, Recreation and Community Services Agency CITY COUNCIL MINUTES 16 SEPTEMBER 19, 2017 1OB-16 Consideration of item continued from the August 15, 2017 City Council meeting by a vote of 7-0. The following spoke on the matter: • Francine J. Harris, representing Senior Center, spoke in support of proposal. • Irma Mateo, spoke in support of open and safe environment for youth in our community. • Edwin Ruiz, member of the Permanecer y Prosperar Santa Ana, supports skate parks and active areas for residents. • Susana Sandoval, presented petition signed by residents in support of park improvements. • Desi Reyes, supports Saddleback View Park improvements as proposed. Councilmember Benavides, encouraged youth participation when considering future improvements and opportunities at other parks; also requested updates on effectiveness of security cameras. Councilmember Sarmiento, spoke in support of skate parks and alternative it offers youth in community. Mayor Pro Tem Martinez, thanked Parks and Recreation Executive Director Mouet, members of senior center and advocates for patience; requested regular updates on cameras. Councilmember Solorio, noted that lighting needed for video to be visible; need additional sport facilities, other improvements throughout the City warranted in addition to park rangers. Councilmember Tinajero, cautioned all on expectations. Councilmember Villegas, noted that staffing issues will be addressed in the near future. MOTION: Approve an amendment to the Fiscal Year 2017/18 Seven -Year Capital Improvement Program to include the following park projects in the amount of $2,000,000 from Community Development Block Grant funds: • Centennial Park security lighting in the amount of $450,000 • Centennial Park walkway improvements in the amount of $430,000 • Thornton Park parking lot renovation in the amount of $220,000 • Birch Park fence installation in the amount of $120,000 • Santa Ana Senior Center HVAC system upgrade in the amount of $70,000 • Saddleback View Park security lighting in the amount of $200,000 CITY COUNCIL MINUTES 17 SEPTEMBER 19, 2017 1OB-17 Madison, Windsor, Jerome, Chepa's, Santa Anita, and Memorial Parks security cameras in the amount of $510,000 MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN ABSENT: RESOLUTIONS SECOND: Sarmiento Benavides, Martinez, Pulido, Sarmiento, Solorio, Tinajero, Villegas (7) None (0) None (0) None (0) 55A. RESOLUTION AND AGREEMENT ACCEPTING EMERGENCY PREPAREDNESS KITS PROVIDED THROUGH FISCAL YEAR 2015 HOMELAND SECURITY GRANT PROGRAM (HSGP) {STRATEGIC PLAN NO. 1, 2F) - Police Department MOTION: 1. Adopt a resolution. RESOLUTION NO. 2017-060 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER, AND THE CHIEF OF POLICE OR HIS DESIGNEE TO OBTAIN 2015 HOMELAND SECURITY GRANT PROGRAM FINANCIAL ASSISTANCE THROUGH THE COUNTY OF ORANGE, AND EXECUTE A TRANSFER AGREEMENT WITH THE COUNTY, DOCUMENTS, AND ASSURANCES THAT MAY BE NECESSARY FOR THE HSGP 2. Authorize the Chief of Police and the Clerk of the Council to execute an agreement with the County of Orange, commencing September 19, 2017, and running through May 31, 2018, to receive emergency preparedness kits purchased by the County through the FY 2015 Homeland Security Grant Program, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2017-258). MOTION: Martinez VOTE: AYES: NOES: CITY COUNCIL MINUTES lyxd�PI�1�Y.7 . . Benavides, Martinez, Pulido, Sarmiento, Solorio, Tinajero, Villegas (7) None (0) 18 1OB-18 SEPTEMBER 19, 2017 ABSTAIN: None (0) ABSENT: None (0) 55B. APPROVE A RESOLUTION TO AMEND CLASSIFICATION AND COMPENSATION PLAN AND ANNUAL BUDGET - COMMUNITY DEVELOPMENT AGENCY AND PERSONNEL SERVICES EXECUTIVE DIRECTORS {STRATEGIC PLAN NO. 7, 4A) - Personnel Services Agency MOTION: Adopt a resolution. RESOLUTION NO. 2017-061 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO. 2015-026 TO ADJUST THE SALARY FOR THE UNREPRESENTED EXECUTIVE MANAGEMENT CLASSIFICATIONS OF EXECUTIVE DIRECTOR OF COMMUNITY DEVELOPMENT (EM) AND EXECUTIVE DIRECTOR OF PERSONNEL SERVICES, AND TO AMEND THE CURRENT ANNUAL BUDGET MOTION: Tinajero SECOND: Benavides VOTE: AYES: Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento (1) 55C. APPROVE THE HOMELESSNESS PREVENTION, INTERVENTION AND MITIGATION PLAN; ADOPT A RESOLUTION AMENDING THE BASIC CLASSIFICATION AND COMPENSATION PLAN; AND APPROVE AN APPROPRIATION ADJUSTMENT {STRATEGIC PLAN NOS. 5,3A; 5,3C) - Personnel Services Agency and Community Development Agency Councilmember Benavides, City has established several programs and in collaboration with other agencies; concerned that City will be a magnet for other homeless driven out; Mayor Pro Tem Martinez, noted that County of Orange had entered into a Memorandum of Understanding for homeless services; need coordinated effort with all cities; action plan; also, concerned with sanitary water issues. CITY COUNCIL MINUTES 19 SEPTEMBER 19, 2017 1OB-19 Councilmember Solorio, City declared crises, need citywide plan, shared responsibilities, housing, employment and mental health services. Councilmember Villegas, essential to have focused efforts. Councilmember Sarmiento, supports concept of homeless center at the Great Park; regional/county problem; need point person, but not necessarily a designated position; asked City Attorney to review standing to sue the County for not better utilizing funds; staff to provide options for City Council consideration. Mayor Pulido, suggest that designated person meet with organization that currently provide services; highlighted that City of Tustin has designated 3 acres at former Marine Base to be utilized for homeless services. l,7101110JdA 1. Create a City of Santa Ana Homeless Services Manager position. 2. Direct staff to implement the actions described in this report to: a. Improve internal coordination between City Agencies involved in providing services and enforcement related to the homeless population within Santa Ana. b. Enhance coordination with the County of Orange, neighboring cities and Orange County homeless service providers and faith -based organizations. c. Invest in connecting and increasing non-profit and faith -based services available to assist in responding to the City's homeless crisis. d. Develop and implement a specific legislative package to solicit state and federal assistance to respond to the needs for housing, enforcement and social services for the growing homeless population. 3. Adopt a resolution. RESOLUTION NO. 2017-062 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO. 2015-026 TO EFFECT CERTAIN CHANGES TO THE CITY'S BASIC CLASSIFICATION AND COMPENSATION PLANS AND AMENDING THE ANNUAL BUDGET TO ADD A HOMELESS SERVICES MANAGER POSITION IN THE CITY MANAGER'S OFFICE 4. Approve an appropriation adjustment. (Requires five affirmative votes) CITY COUNCIL MINUTES 20 SEPTEMBER 19, 2017 1 OB -20 APPROPRIATION ADJUSTMENT NO. 2018-024 - To transfer funds from Fund 50 to Fund 11 to support the Homeless Manager Position for seven months in FY 2017/18. MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Villegas Benavides, Martinez, Pulido, Sarmiento, Solorio, Tinajero, Villegas (7) None (0) None (0) None (0) 'Councilmember Tinajero left the meeting at 9:04 p.m. and did not return. REPORTS 'Interim City Manager Kurtz, reported a conflict of interest due to her spouse's employment with a waste company and left the Chamber during the deliberation of said item. 65B. APPROVAL OF AN ADDITIONAL 30 DAYS TO CONCLUDE THE NEGOTIATION WITH USA WASTE OF CALIFORNIA, INC. {STRATEGIC PLAN NO. 4, 11- Public Works Agency The following spoke on the matter: Jeff Snow, representing Rainbow Environmental Services, expressed concerned that Request for Proposal that staff was directed to initiate has not been released. Councilmember Solorio, asked if both parties were interested in extension and how discussions are going. Deputy City Manager Robert Cortez, clarified timeline; indicated that more than 90 days needed to review proposals received but will be forthcoming with recommendations. Councilmember Benavides, motion to approve additional 30 -days to conclude the negotiation with USA Waste of California Inc., seconded by Councilmember Solorio. CITY COUNCIL MINUTES 21 SEPTEMBER 19, 2017 1 OB -21 Mayor Pro Tem Martinez, does not support additional negotiation time; proposed a Substitute Motion to immediately release a Request for Proposal (RFP), seconded by Councilmember Sarmiento (approved by 4-2 vote, Benavides and Solorio opposed). Councilmember Sarmiento, supports release of RFP; fiduciary responsibility to have open -competitive process. Mayor Pulido, requested clarification on past direction given to staff, asked why RFP not yet released. Deputy City Manager Cortez, noted that prior approval by the City Council included a one-year extension of contract to review all options available including release of RFP; staff currently evaluating the proposal received by USA Waste. Councilmember Benavides, asked if release of RFP would be one of the options provided to the City Council if matter reagendized for 30 days. Councilmember Sarmiento, asked what would happen if motion on the table failed. Mayor Pro Tem Martinez, noted that 90 day continuance already approved; opposed to another extension. City Attorney Carvalho, asked if staff able to accomplish new direction by City Council and implement prior to expiration of contract, June 2018 and if not will return with contract extension. Councilmember Benavides, perplexed by previous vote and new direction to staff; asked about exposure. City Attorney Carvalho, noted that recommended action did not include release of RFP; suggest alternative substitute motion to bring back at the following City Council with option to release RFP. Mayor Pro Tem Martinez and Councilmember Sarmiento, concerned that option to release RFP not provided to the City Council for consideration. Mayor Pro Tem Martinez and rescinded Substitute Motion. Councilmember Sarmiento, did not agree with opinion of City Attorney that substitute motion not allowed by Brown Act. CITY COUNCIL MINUTES 22 SEPTEMBER 19, 2017 1 OB -22 SUBSTITUTE MOTION: Direct staff to bring back final analysis with one of the options being the release of the Request for Proposal (RFP) at the subsequent City Council Meeting. MOTION: Solorio VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Martinez Benavides, Martinez, Pulido, Solorio, Villegas (5) Sarmiento (1) None (0) Tinajero (1) 65C. CONSIDERATION OF RESOLUTION CALLING UPON THE UNITED STATES CONGRESS TO IMMEDIATELY PASS THE DREAM ACT OF 2017 TO PROTECT INNOCENT YOUTH FROM DEPORTATION - City Manager's Office The following spoke on the matter: • Dailyn Rodriguez, supports DACA, Dreamers and immigrants. • Jair Bautista, commended action to provide funding for legal aid. • Jose Servin, proposed resolution to be more inclusive. • Faby Jacome, echoed comments by other speakers; innocent youth to be excluded from resolution. • Erick Garcia, would like resolution to include all member of our community • Claudio Gallegos, read statement from Congressman Lou Correa; support Dreamers and immigration is top priority. Councilmember Solorio, asked for clarification from speaker as to their request whether it was support for Dreamers or to broader immigration reform; supports resolution as proposed and comprehensive immigration bills. Faby Jacome, seek support for clean bill that is inclusive of all immigrant youth. Councilmember Villegas, abstained because he did not agree with some sections of resolution as drafted, but noted that he will submit own letter of support. Councilmember Benavides, supports comprehensive immigration reform; proposed resolution was in direct response to US President's Executive Order; important to protect the DACA students being targeted. Councilmember Sarmiento, echoed comments by Councilmember Benavides, motion to amend resolution, seconded by Councilmember Benavides. CITY COUNCIL MINUTES 23 SEPTEMBER 19, 2017 1 OB -23 Mayor Pro Tem Martinez, read statement of support. AMENDED MOTION: Adopt resolution. RESOLUTION NO. 2017-063 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING UPON THE CONGRESS TO IMMEDIATELY PASS THE DREAM ACT OF 2017 AND TO PROTECT IMMIGRANT YOUTH AND FAMILIES FROM DEPORTATION MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: PUBLIC HEARINGS SECOND: Benavides Benavides, Martinez, Pulido, Sarmiento, Solorio (5) None (0) Villegas (1) Tinajero (1) 75A. CONTINUE PUBLIC HEARING - ADOPT AN ORDINANCE FOR THE REGISTRATION OF ABANDONED AND DEFAULTED RESIDENTIAL/COMMERCIAL PROPERTY AND ADOPT A RESOLUTION TO ADD THE $480 FEE FOR SERVICES IN THE FISCAL YEAR 2017/18 MISCELLANEOUS FEE SCHEDULE {STRATEGIC PLAN NO. 5, 41 - Planning and Building Agency Legal Notice published in the Orange County Reporter August 25, 2017 and September 1, 2017. Continued from the September 5, 2017 City Council meeting by a vote of 6-0 (Martinez absent). Mayor Pro Tem Martinez, requested number of bank -owned abandoned and defaulted residential and commercial properties. MOTION: Continue consideration of matter to the October 3, 2017 Council Meeting per staff's request. MOTION: Sarmiento VOTE: AYES SECOND: Martinez Benavides, Martinez, Pulido, Sarmiento, Solorio, Villegas (6) CITY COUNCIL MINUTES 24 SEPTEMBER 19, 2017 1 OB -24 NOES: None (0) ABSTAIN: None (0) ABSENT: Tinajero (1) 'Mayor Pulido reported a potential conflict of interest and left the dais during the deliberation of matter. Mayor Pro Tem Martinez assumed the Chair. 75B. PUBLIC HEARING — ORDINANCE AMENDMENT NO. 2017-02 TO AMEND CERTAIN SECTIONS OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE (MEDICAL MARIJUANA COLLECTIVES/ COOPERATIVES) — CITY OF SANTA ANA, APPLICANT {STRATEGIC PLAN NOS. 3, 2, 3, 51 - Planning and Building Agency Legal Notice published in the Orange County Reporter September 8, 2017. MOTION: Place ordinance on first reading and authorize publication of title. ORDINANCE NO. NS -2525 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CERTAIN SECTIONS OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO MEDICAL MARIJUANA COLLECTIVES (SECTION 18-613 AND SECTION 18-617.1 OF ARTICLE XIII OF CHAPTER 18) MOTION: Martinez VOTE: AYES: NOES: ABSTAIN ABSENT: Fy=WS]ZIIi - Ii rel Benavides, Martinez, Sarmiento, Solorio, Villegas (5) None (0) Pulido (1) Tinajero (1) COMMENTS 90A. CITY MANAGER'S COMMENTS Interim City Manager Kurtz, noted that Friends of the Zoo held successful Zoofari event, invited all to Career Exploration Day and 5k Run on October 21St. CITY COUNCIL MINUTES 25 SEPTEMBER 19, 2017 1 OB -25 90B. CITY COUNCILMEMBER COMMENTS Councilmember Sarmiento: • Noted for the record that he was not able to attend the League Conference; • Fiestas Patrias were well attended; supports ad hoc committee to plan and execute Fiestas; kudos to Acting Police Chief for efforts; and • Lamented devastating earthquake in Mexico City; Mayor Pro Tem Martinez: • Attended League Conference; informative sessions on unfunded pension liabilities; cell tower sites; park bonds and related. Councilmember Solorio: • Congratulated staff on success of Fiestas Patrias; consider ad-hoc committee to better plan "Grito"; • Attended League Conference in Sacramento; sessions were informative and covered wide range of issues; • Hosted session on business license forum; request business license application be available in multiple languages; and • Asked staff to monitor Sheriff's activity along the riverbed; do not push out homeless to Santa Ana; opined that housing component should be shared responsibility. Councilmember Villegas: • Thanked all staff involved in Fiestas Patrias. Councilmember Benavides: • Commended hard work and efforts in coordinating event held over the weekend; • Consider relocating some events to other areas in the City • "Wings of the City" by Jorge Marin coming to Santa Ana in October; • Thoughts and prayers to Mexico in the aftermath of their earthquake; • Santa Anita Park hosting Love & Resource Fair on September 23rd; and • Encouraged all to continue to support local economy. Mayor Pulido • Noted that in coordination with Mayor of Garden Grove will submit letters of interest to Amazon to establish a 21d Headquarter at either One Broadway Plaza or former OC Register. ADJOURNMENT - 10:08 P.M. - The next meeting of the City Council is scheduled for Tuesday, October 3, 2017 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS Labor Contracts CITY COUNCIL MINUTES 26 SEPTEMBER 19, 2017 1 OB -26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: ORDINANCE SECOND READING: ADOPT ORDINANCE AMENDMENT NO. 2017-02 TO AMEND CERTAIN SECTIONS OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE (MEDICAL MARIJUANA COLLECTIVES/ COOPERATIVES) — CITY OF SANTA ANA, APPLICANT (STRATEGIC PLAN N96, 5, 1) I RECOMMENDED ACTION Place ordinance on second reading and adopt. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER On September 19, 2017, the following ordinance was introduced for first reading and City Council authorized publication of title by a vote of 5-0 (Mayor Pulido abstained; and Councilmember Tinajero absent): ORDINANCE NO. NS -2925 —'AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CERTAIN SECTIONS OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO MEDICAL MARIJUANA COLLECTIVES (SECTION 18- 613 AND SECTION 18-617.1 OF ARTICLE XIII OF CHAPTER 18) 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. Ahi ,-D' M ria D. Huizar Clerk of the Council EXHIBIT: Ordinance No. NS -2925 11 A-1 11 A-2 AP 9.5.17 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CERTAIN SECTIONS OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO MEDICAL MARIJUANA COLLECTIVES (SECTION 18-613 AND SECTION 18- 617.1 OF ARTICLE XIII OF CHAPTER 18) 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. On November 4, 2014, Santa Ana voters approved Santa Ana's Medical Marijuana Regulatory Program ordinance ("Measure BB") allowing up to twenty (20) medical marijuana retail cannabis collectives/cooperatives ("dispensaries"). B: Following'the adoption of Me6sure BB, the provisions of the measure were codified in Chapters 18 and 21 of the Santa Ana Municipal Code. The City also established an implementation plan, enforcement program, administrative policies, and best practices. C. On June 20, 2017, the City of Santa Ana adopted an Ordinance (Ordinance No. 2918) amending Chapter 18 to allow the following modifications to the existing medical marijuana ordinance/Measure BB: 1. Increased signage opportunities, 2. Increased hours of operation, 3. Eliminate cash reserve limits, 4. Allow delivery services, 5. Guidelines for Financial audit requirements, 6. Adoption of administrative procedures, 7. Added definitions to the ordinance, 8. Allowed Transferability of Collective/Cooperative Business License. The amendments will take effect on August 5, 2017. D. Following the June 20, 2017 City Council adoption of Ordinance No. 2918, additional amendments were identified to address a small error in the signage provisions and to ensure timelier submittal of Regulatory Safety Permit (RSP) applications. E. 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 Charter of the City of Santa Ana. 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. Pursuant to the California Environmental Quality Act ("CEQA") and the state CEQA Guidelines, the adoption of this Ordinance is exempt from CEQA review pursuant to California Code of Regulations section 15061(b)(3), which is applicable if it Ordinance No. NS-XXXX 11 A-3 Page 1 can be seen with certainty that there is no possibility that the project may have a significant effect on the environment. As a result, a Notice of Exemption will be filed upon the adoption of this ordinance. Section 3. Article XIII of Chapter 18 of the Santa Ana Municipal Code, Section 18- 613, subdivision (c) is hereby amended to read in full as follows: Sec. 18-613. - Operating Standards. (a) At all times the collective is open, a collective shall provide at least one security guard who is licensed, possesses a valid Department of Consumer Affairs "security guard card", and has a valid Santa Ana Business License. (b) The security guard and collective personnel shall monitor the site and the immediate vicinity of the site to assure that patrons immediately leave the site and not consume medical marijuana in the vicinity of the collective or on the property or in the parking lot. (c) Exterior signage shall comply with Article XI of Chapter 41 of the Santa Ana Municipal Code. Interior signage or advertising may not be visible from the exterior. Collectives and dispensaries must comply with the advertising and marketing provisions of Business and Professions Code §§ 26150-26155. (d) No recommendations from a doctor for medical marijuana shall be issued on-site. (e) There shall be no on-site sales of alcohol or tobacco products, and no on-site consumption of food, alcohol, tobacco or marijuana by patrons. (f) Hours of operation shall -be limited to: 7:00 a.m. to 11 p.m. daily. No licensed dispensary/collective shall be open to the public between the hours of 11:01 p.m. and 6:59 a.m. of any day. (g) The property provides a sufficient odor absorbing ventilation and exhaust system so that odor generated inside the property is not detected outside the property, anywhere on adjacent _ property or public rights-of-way, or within any other unit located within the same building as the collective. (h) A collective shall only dispense medical marijuana to qualified patients and their caregivers as defined by California Health and Safety Code § 11362.5 (Proposition 215). This shall include possession of an original valid doctor's recommendation, not more than one (1) year old, for medical marijuana use by the patient. i (i) A collective shall notify patrons of the following both verbally and through posting of a sign in a conspicuous location: (1) Use of medical marijuana shall be limited to the patient identified on the doctors recommendation. Secondary sale, barter or distribution of medical marijuana is a crime and can lead to arrest. (2) That loitering on and around the collective site is prohibited by California Penal Code § 647(e) and that patrons must immediately leave the site and not consume medical marijuana in the vicinity of the collective or on the property or in the parking lot. (3) Forgery of medical documents is a felony crime. (4) A warning that patrons may be subject to prosecution under federal marijuana laws. Ordinance No. NS-XXXX Page 2 11 A-4 (5) That the use of medical marijuana may impair a person's ability to drive a motor vehicle or operate machinery. (j) A collective shall not provide marijuana to any individual in an amount not consistent with personal medical use. (k) Reserved. (1) No one under twenty-one (21) years of age shall be permitted to enter establishment, unless such person is a qualified patient and is accompanied by his or her primary caregiver, licensed attending physician, parent(s) or documented legal guardian. (m) A collective shall provide the name and phone number of an on-site staff person to the police department and the Code Enforcement Division of the Planning and Building Agency for notification if there are operational problems with the establishment. (n) Each collective operator(s) and employees shall complete a criminal background check. Employees, managers or volunteer's may not have been convicted of, or plead guilty/no- contest to a felony or misdemeanor drug charge within the past four (4) years. (o) Marijuana shall not be grown or cultivated at collective sites, except that cuttings of the marijuana plant may be kept or maintained on-site for distribution to qualified patients and primary caregivers as follows: (1) The cuttings shall not be utilized by a collective as a source for the provision of marijuana for consumption on-site, however, upon provision to a qualified patient or primary caregiver, that person may use the cuttings to cultivate marijuana plants off-site for their own use and they may also return marijuana from the resulting mature plant for distribution by the collective. (2) For the purposes of this paragraph, the term "cutting" shall mean a rootless piece cut from a marijuana plant, which is no more than six (6) inches in length, and which can be used to grow another plant in a different location. (p) A collective shall comply with applicable provisions of the California Health and Safety Code §§ 11362.5 through 11362.83; inclusive. (q) If food is distributed, the collective shall comply with all relevant state laws and city ordinances pertaining to the preparation, distribution and sale of food. (r) The location, interior and exterior, shall be monitored at all times by web -based closed-circuit television for security purposes. The camera and recording system must be of adequate quality, color rendition and resolution to allow the ready identification of any individual committing a crime anywhere on or adjacent to the location. The recordings shall be maintained for a period of not less than ninety (90) days. The police department may request the recordings in connection with an investigation. If the recordings are not voluntarily provided, the police department may seek a warrant or court order for the recordings. (s) The location shall have a centrally -monitored fire and burglar alarm system and the building or the portion of the building where the collective is located shall contain a fire -proof safe. (t) No manufacture of concentrated cannabis in violation of California Health and Safety Code section 11379.6 is allowed. (u) No collective shall operate for profit. Cash and in-kind contributions, reimbursements, and reasonable compensation provided by members towards the collective's actual expenses of Ordinance No. NS-XXXX 11 A-5 Page 3 the growth, cultivation, and provision of medical marijuana shall be allowed provided that they are in strict compliance with State Law. All such cash and in-kind amounts and items shall be fully documented. (v) If the collective operator is not the owner of the property where the collective is to operate, the operator shall provide evidence that the property owner(s) consent to the operation of a collective on the property. (w) Collectives must obtain and maintain a valid City business license at all times as a condition for receiving, renewing, and maintaining their regulatory safety permit. (x) 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. Section 4: Article XIII of Chapter 18 of the Santa Ana Municipal Code, Section 18-617.1, subdivision (e) is hereby amended to read in full as follows: Sec. 18-617.1 - Cooperativelcollective registration required. (a) Within 30 days after the adoption of this Chapter, the Director of Planning and Building shall prepare Coo perativelCollective registration application forms and a related administrative policy. Each collective interested in operating pursuant to this article may submit an application together with a non-refundable processing fee in an amount established by the City Council. Within 60 days after the adoption of this article, the Director shall stop accepting applications and process all applications received. (b) The Director or his or her designee shall determine whether each application demonstrates compliance with this article. Each application that is in compliance with this article shall be placed on the "Qualified Registration Applicant List" and the Director shall notify the applicant in writing that it is a "Qualified Registration Applicant." (c) Once all applications are processed, the Director shall hold an independent selection process ("lottery") in an open and public location and select 20 applications. The 20 applications chosen through the independent selection process (lottery) will be placed on the "Regulatory Safety Permit ("RSP") Eligibility List." Each applicant on the RSP Eligibility List may then choose to file an application for a RSP pursuant to section 18-617.2. Applicants identified on the RSP Eligibility List following the February 5, 2015 independent selection process (lottery) must submit a completed RSP application within four (4) months of April 5, 2016 and no later than August 5, 2016. Failure to submit a completed RSP application by that deadline will disqualify the applicant from the RSP Eligibility List and the Waitlist described in subsection (d). (d) Qualified Registration Applicants will appear on the "Qualified Registration Applicant List" in the order that they are selected during the independent selection process (lottery). This list is the Waitlist. The Waitlist will become active if (1) an applicant on the RSP Eligibility List is disqualified from that List; (2) a location appearing on the RSP Eligibility List becomes available; or (3) a location not appearing on the RSP eligibility list becomes available. A Qualified Registration Applicant's ability to move from the Waitlist to the RSP Eligibility List is determined by the applicant's proposed medical marijuana collective location and the applicant's position on the Waitlist. Ordinance No. NS-XXXX Page 4 11 A-6 (e) A Qualified Registration Applicant that moves from the Waitlist to the RSP Eligibility List must submit a completed RSP application within three (3) months following issuance of a written notice advising the applicant of that opportunity. Failure to submit a completed RSP application by that deadline will disqualify the applicant from the RSP Eligibility List and the Waitlist. (f) The Director shall maintain the Waitlist and update it on an annual basis. A Qualified Registration Applicant on that Waitlist must submit a written request each year to maintain its status on the waitlist. The Director may place new applicants on the Waitlist in the order in which the new registration applications are received. Section 5. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one'or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of Miguel A. Pulido Mayor APPROVED AS TO FORM Sonia R. Carvalho, City Attorney By: isa Storck Assistant City Attorney AYES: Councilmembers: NOES /_1:Z.3r_1101A NOT PRESENT: Councilmembers: Councilmembers: Councilmembers: 2017. Ordinance No. NS-XXXX 11 A-7 Page 5 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- to be the original ordinance adopted by the City Council of the City of Santa Ana on 2017, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-XXXX Page 6 11 A-8 CITY OF SANTA ANA ECONOMIC DEVELOPMENT, INFRASTRUCTURE, BUDGET AND TECHNOLOGY COUNCIL COMMITTEE MEETING CANCELLATION NOTICE The regularly scheduled City Council Committee meeting scheduled for Monday, September 11, 2017 at 5:00 p.m. has been cancelled. If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.1021 Santa Ana City Council Miguel A Pulido Michele MaNnez Vicente Sarmiento Jose Solaro P. David Benavides Juan Villegas Sal Tinajero Mayor Mayor Pro Tem, Ward 2 Ward Ward Ward Ward Ward moulidoralsanta-ano.oro mimarineziMeanla-ana.om vearmiento0sonta-anaoro 'sol.H,d5l enla-ana.oro dbenevides0)sanla-ana.oro 'v'lleoaadaanla-ana.om stina eropsanta-ana.om City Hall, 20 Civic Center Plaza . P.O. Box 1988 . Santa Ana, California 92702 Mayor & Council Telephone: 714-647-6900 . Anwp Itil-I uines: 714-647-6520 . Website: www.santa-ana.orc 13A-2 CITY OF SANTA ANA ,,,,., COUNCIL COMMITTEE SPECIAL MEETING AGENDA ECONOMIC DEVELOPMENT, INFRASTRUCTURE, BUDGET AND TECHNOLOGY COMMITTEE MONDAY, SEPTEMBER 18, 2017 5:00 P.M. CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Michele Martinez, Chairperson P. David Benavides, Vice -Chairperson Vicente Sarmiento Recording Secretary: Te Gilford / Teresa Ramirez PUBLIC COMMENTS - Members of the public are allowed three minutes to speak on agenda items or matters within the jurisdiction of the Committee. AGENDA ITEMS 1. Approval of Minutes from the May 15, 2017 Special Meeting {Strategic Plan No. 5, 11 2. Update on Fiber Optic Utility Infrastructure / Gigabit Santa Ana {Strategic Plan No. 6, 1 C; 1 E; 1G; 11} (William Galvez, PWA) 3. Update on Purchase of SCE -owned LED Streetlights — Presentation {Strategic Plan No. 6, 1 C; 1 G} (William Galvez, PWA) 4. Business License Review: Schedule and Plan - Presentation {Strategic Plan No. 4, 1} (Francisco Gutierrez, FMSA) STAFF COMMENTS COMMITTEE MEMBER COMMENTS ADJOURNMENT — The next regular meeting is scheduled for Monday, November 13, 2017 at 5p.m. Santa Ana City Council Miguel * Pulido, Martinez, Vicente Sarmiento, Jose Jose Solaria. P. David Benevides, Juan Juan Villages, Sal Tinajero, Mayor I Michele Mayor Pro Tem, Ward Ward 7 I Ward 3 I Ward 4 Ward 5 Ward 6 MPolitlo,olsan�e-ena.om 'j ysz,mremo(Asa JSdaaopsemaana ar oaenzv'aeshasan Jy o es(se srnx ero�sanW-en MMa?nezralsa a City Hall, 20 Civic Center Plaza . P.O. Box 1988 . Santa Ana, California 92702 Mayor 8 Council Telephone: 714.647-6900 . Agenda Item Inquiries: 714.647-6520 . Wehsite: www.santa-ana.ora 13A-3 If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, 1611-1 at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] The complete Strategic Plan document is available at htta://www.santa-ana oro/strategic-planning/ ECONOMIC DEVELOPMENT, INFRASTRUCTURE, BUDGET 2 September 18, 2017 AND TECHNOLOGY AGENDA 13A-4 CITY OF SANTA ANA CITY COUNCIL COMMITTEE ON ECONOMIC DEVELOPMENT, INFRASTRUCTURE, BUDGET AND TECHNOLOGY CALL TO ORDER: ATTENDANCE: MEMBERS ABSENT: STAFF PRESENT: SPECIAL MEETING MINUTES May 15, 2017 City Hall 20 Civic Center Plaza, Room 1600 Santa Ana, CA 5:03 p.m. Council Committee members: Vincent Sarmiento Michele Martinez P. David Benavides (5:32pm) None Robert Cortez, CMO/CDA Teresa Ramirez, FMSA Francisco Gutierrez, FMSA Sergio Vidal, FMSA Waldo Barela, FMSA Katrina Nguyen, FMSA Sandra Simon, FMSA Melanie Torres, ITD James Schnabl, PD Robert Carroll, PD Christina Holland, PD Fred Mousavipour, PWA Mike Fetner, ITD Sarah Ro, FMSA Alvaro Castellon, FMSA GUESTS PRESENT: Peter Katz, Com -Link; Ryan Smolar, Downtown Inc.; Hector Bustos, Job Shadow Student; J. Manriquez; Mark Alvarado, Kelly Associates; Mike Lopez, SEIU 721; Claudia Andrade - Villa, PD; Ana Urzlia, SABHC; Carlos Melendez, Communidad; Adrian Munoz, Cooperativa Producciones S.A.; Reyna Mendoza, Cooperativa Manos Unidas Creando Arte; Apolonio Cortes, Cooperativa Tierra y Dignidan; Victor Acevedo, Resident. PUBLIC COMMENTS o Ryan Molar, member of City's Joint Committee with Chamber of Commerce, known as City's Economic Development Council. Provided his top ten list of economic development priorities: 1) Smart Community; 2) Reorganize Downtown; 3) Finish Branding Study; 4) Redirect Bed Tax; 5) Investment on Process Improvement; 6) May 15, 2017 l Economic Development, Infrastructure, Budget & Technology Minutes 13A-5 Staff -up on more Inspectors; 7) Organize Retail; 8) Corridor fagade improvements; 9) Placemaking; 10) More BIDs and Council of Business Area. Peter Katz, Com -Link. Disappointed that council rejected Harbor Blvd hotel project that is an underutilized area. Neighboring cities like Garden Grove have a 34% bed tax versus Santa Ana's 7%. Revenue opportunities: golf course if upgraded to PGA status; mini -convention center on Harbor Blvd with streetcar to bring people; medical marijuana tax increase; Courtyard Plaza Downtown for tourist; hotel bed tax needs to add branding tax to pay for advertising. And help PD on 41" of July with off duty officers, by adding $5 fee to non -profits to help offset costs. • Adrian Munoz, Producciones Santa Ana, (Spanish Speaker). Twenty year Santa Ana resident participating in cooperative called Producciones Santa Ana. _Spoke_ in support of agenda item #9 (Cooperative Business Ordinance). AGENDA DISCUSSION ITEMS 1. Receive and File Minutes from Regular Finance, Economic Development, & Technology Committee Meeting of January 11, 2016. MOTION: Sarmiento SECOND: Martinez VOTE: AYES: Martinez, Sarmiento (2) NOES: None (0) ABSENT: Benavides (1) 2. Approval of Minutes from Regular Economic Development, Infrastructure, Budget and Technology Committee Meeting of March 13, 2017. MOTION: Sarmiento SECOND: Martinez VOTE: AYES: Martinez, Sarmiento (2) NOES: None (0) ABSENT: Benavides (1) 3. Selection of Chair and Vice -Chair MOTION: Sarmiento SECOND: Benavides VOTE: AYES: Martinez, Sarmiento, Benavides (3) NOES: None (0) ABSENT: None (0) Chair— Mayor Pro Tem Martinez Vice -Chair — Councilmember Benavides May 15, 2017 1 Economic Development, Infrastructure, Budget & Technology Minutes 13A-6 4. Review of By -Laws (NOTION to Approve: Sarmiento SECOND: Benavides VOTE: AYES: Martinez, Benavides, Sarmiento (3) NOES: None (0) ABSENT: None (0) 5. FY 2017-18 & FY 2018-19 Budget Plan (Strategic Plan No. 4, 1) - (FMSA) Francisco Gutierrez, Executive Director, introduced Mark Alvarado, Principal, with Kelly Associates Management Group, hired to perform audit and look over City financial and budget documents. Firm has extensive background with auditing and government management -Presented-overview of fiscal year 2017-18 budget and proposed budget plan. Staff seeking committee direction to finalize draft for tomorrow night's council meeting. Overview will be of general fund revenue & expenditure assumptions of the plan currently in place. If committee would like to make any recommendations or changes;. those can be included in final budget. Assumptions includes loss of ICE contract;, reduction of Water Transfer Revenue; increase of top six revenue sources; recognizes the, operations of additional Medical Marijuana Dispensaries; and completion of Citywide Fee Study in 4th Quarter of FY 17-18. Expenditure assumptions: Assumes no labor negotiated increases; reflects PERS increase; includes increase to Health Insurance; increase of OCFA & Ambulatory cost; incorporates Graffiti Abatement Program funding in General Fund; includes allocation for 31d COPS Grant $1.0M; includes funding for City's annual share of Animal Shelter construction costs; includes increase to Worker Compensation rates; recognizes financing of 800 MHz final phase; and continues current attrition value that was started last year. From a percentage basis; Police department continues to be highly funded at 49.7%, followed by Fire contract at 21.0%, then Recreation & Library at 8.3%, and so on. Technology infrastructure is included in 'Other'. Councilmember Martinez would like to have IT related funding highlighted for council viewing. Budget debt of $14.M identified for current year with a budget gap of $19.5M for next year. Trying to establish two year vision plan in order to address the City's various issues. Current plan, in order to balance next year's budget - one item identified is mid -year moving of jail from Type II to a Holding facility with a cost savings of $4M. Strategic plan funded year after year, currently has enough funds to sustain itself next year therefore not warranting a new budget of $2.5M. It currently has close to $2.5M May 15, 2017 1 Economic Development, Infrastructure, Budget & Technology Minutes 13A-7 remaining in its balance. Also identified $1.OM from the opening of dispensaries for the medical marijuana tax, for FY 18-19 it will include change in ordinance to broaden operation hours and such, and will be reflected in outer year. Robert Cortez, Deputy City Manager, added this is a conservative number that will be brought to the City Council at first meeting in June; which will include Bowers, signage. Anticipate numbers will be increasing, conservative ballpark number to be used at this time. Change in operation hours will provide operators about 40% more opportunity to be open and sale their medical marijuana, anticipating generated increases. In moving from a Type II to holding facility, intent would then be to close the Bureau of Prisons and Marshals contract. Would technically use $2.5M from moving to a holding facility, so that would have to be included. City attorney has expressed including some type of ordinance that would recover legal fees in terms of development, so placeholder for $100,000 placed, which would mean that our -_-- budget gap: would narrow to $9.3M and if you use one-time monies of $9.3M then you would have a balanced budget. This is a placeholder for now as priories have and will be discussed, so those can be included as additions to FY17/18. Looking at Budget Gap for FY 18/19 the plan shows: full value of jail recognizing close of Type II jail and there would be no Strategic Plan funds, Medical marijuana tax changes will be recognized, sale of land on Main Street related to hotels, Citywide Fee Study approved by council, recognize full value of jail revenue, identified revenue sources of two new hotels [Holiday Inn Express and Hampton Inn], expanding parking enforcement, potential economic development and jail reuse revenue, and legal expense reimbursement. The adjusted budget gap for year 2 would be $8.9M; use of remaining one-time monies and if economic uncertainty funds tapped; budget gap then would be $0.7M. If the Economic Uncertainty of $3.M is used, funds would be exhausted. Intent is to not use operating reserves as per fiscal policy; balance out any variations as they may occur to revenues (Prop 6). Use of operating reserves would require 2/3 council approval. Uncertainty funds allows you to use those monies for a two-year period and develop a plan to recover those monies and build up reserves. Mayor Pro Tem Martinez: Use of one-time funds to balance budget is not good practice. Not in favor of amending fiscal policy. Willing to support a resolution for one-time monies. Need ongoing sources of revenues to fulfill budget expenses, unless we make serious cuts. Mr. Gutierrez added: Policy not required to be changed as it relates to operating reserves. The one-time element specifically indicates you can only use for term specific or as one-time expenditure. No trigger that allows council to split or change that. However council has to take action, as policy does not currently allow monies May 15, 2017 1 Economic Development, Infrastructure, Budget & Technology Minutes 13A-8 to be used for labor costs. Hence resolution needed with council 5 votes, for two- year use, giving staff direction to make changes. FY 2017-18 Identified Priorities: Items listed intended to provide information as discussed and available for council consideration; but not currently part of the budget. Budget gap would increase if included. Generating additional revenue or major cost reduction would need to be discussed for FY 18/19. Seeking committee direction on whether you want to go with base budget or put in any of the other items. Mayor Pro Tem Martinez stated Smart Cities concept: "Smart cities" solutions use advanced information and communication technologies to collect, communicate, and analyze data to improve the design and operations of a city's core systems and programs, as well as citizen engagement, for greater efficiency and effectiveness, thus improving the city's sustainability, resilience, bottom line and quality of life. How we transition with park ranger program has been asked for by community and should be put down on list. More plan checkers and inspectors in planning working with developers by hiring staff to help capture and recover costs and generate monies:. Email will be sent with list of items for consideration. 6. Discuss Revisions to Budget and Fiscal Policy (Strategic Plan No. 4, 1d) - (FMSA) Francisco Gutierrez provided presentation on Budget & Financial Policy. Current policy adopted in 2012 was developed for dealing with recession of 2008 and City shortfalls. Timeline of 2006 to 2012 reviewed. Current reserve level goals and value were also reviewed. Reserve levels are based on year-end operating expenditures. As the budget grows, you're chasing the 20%. Operating reserve cannot be used to cover budgetary shortfalls unless approved by 2/3 vote of the City Council. Robert Cortez added: Two year plan to insure sustainability. If council choses by 2/3 vote to use operating reserve, the fiscal policy would then require the council to develop a two year plan. This would then replenish and achieve 20% reserve goal over a two year period. Committing to be fiscally prudent to raise enough funding or savings to get reserves back to 20%. Councilmember Sarmiento inquiring if declaration of fiscal crisis required, but not stated in policy. Would like staff to check with City Attorney's office if language for declaration of crisis included. Mayor Pro Tem Martinez would only support one time use of funds for resolution; not for ongoing costs. Economic Uncertainty minimum reserve level ranges from 1% to 10% of general fund revenues; current balance is $3.8M, a little over 1.5%. Economic Uncertainty can be used to balance the budget upon determination of a structural deficit by a May 15, 2017 1 Economic Development, Infrastructure, Budget & Technology Minutes 13A-9 2/3 vote of the City Council. Authorization to utilize Economic Uncertainty reserve beyond two consecutive years is strictly prohibited. Current policy states general fund year-end operation balance can be considered for term specific operational or capital needs for one-time items. Policy does not include fund balance categories or definitions or calculation of operation balance. Would like to have policy expanded to include these and any other committee suggestions. Reserve level options: 1) Status Quo - Maintain 20% operating reserve level, to maintain rating; 2) Adjust the current reserve level to 2 months of operations (16.67% - GFOA Recommendation); 3) Establish reserve level at 15% (in compliance with policy); 4) City Council establishes new reserve level. Robert Cortez added: other alternative is to give direction to revise policy to state between 2 months of operation but up to 20%, that way when you do budget at a minimum we'll have 2 months' worth of reserve. If below the 20%; you're still within the policy - and. -would solve rating issues Intent is to protect reserves. Language can be modified to show up to 20%. Use of One-time monies options: 1) Status Quo - can only be used to match one- time non-recurring expenditures, term specific projects and programs, as well as capital expenditures; 2) to offset structural deficits for a two-year period only (Economic Uncertainty remains the same); 3) City Council exercises 100% full discretion and includes the use of one-time monies to balance structural deficits, requires 2/3 vote by the City Council (Economic Uncertainty remains the same). Councilmember Sarmiento suggests separating policies (budget vs. reserves) for clarity for council and public. For operating reserves, language for declaration of fiscal crisis if not already existing, might be considered to include in policy. Draft budget will be presented at May 16th City Council Meeting. Actual budget will be on June 6th City Council Meeting. Options will be listed for council to select. 7. Jail Cost Review and Structure (Strategic Plan No. 1, 3) - (PD) Christina Holland, Jail Administrator, provided overview of Type I and Type II jail models. City currently operates a Type II jail facility, primarily for pre-trial and sentenced inmates, Santa Ana Jail contract partners provide inmates, no local arrests remain in our custody. Type II requires comprehensive medical services, food services, law library, education and religious programs. Type I Jail Facility is intended for pre -arraignment felony/misdemeanor offenders held for 48-72 hours and are provided meals, uniforms, bedding and hygiene supplies as they do stay overnight. Temporary holding facility is more for our local arrests who are being released to county on same day of arrival. Held for 4-6 hours for booking or until they are sober May 15, 2017 l Economic Development, Infrastructure, Budget & Technology Minutes . 13A-10 enough to care for themselves. Minimal contract and supply requirements. Currently most other cities have holding facilities. Once county dropped booking fees, most changed to temporary holding and transferred on same day to county. Ms. Holland reviewed presentation on Type II with Contract Housing current model as of July 1, 2017: Fiscal overview, housing contracts, staffing, and services provided. No other cities utilize this model. For Type I: no housing agreements, offenders provided uniforms, hygiene items, meals, phone services and visitation allowance. Court lists prepared for staff daily for arraignments scheduled and transport to court by jail staff. Currently LAPD, Huntington Beach PD and Pasadena PD utilize the Type I model. Robert Carroll, Police Administrative Manager, added that for Type 1, because of our proximity to Orange County facility, cost would be $0.5M to $1.OM more than temporary holding facility. Temporary Holding facility model fiscal overview, staffing and services provided as part of presentation. Anaheim PD, Costa Mesa PD and Garden Grove PD utilize the temporary holding facility model. Pending items: Awaiting jail re -use report and City Council direction to revise the FY 2017-18 budget to reflect transition to selected jail model. Deputy City Manager, Robert Cortez, added that floors three and four are available for re -use. There are different' holding facilities models, dependent on city council direction on model; this one assumes keeping all job titles and pay of current staff. There are other models that outsource or change the structure of holding facility which could generate additional savings. Jail has 512 beds available but only one-half used for ICE and marshals combined. Changing from Type II to holding facility would also change staff levels requiring different job requirements. Preliminary estimated savings would be 30% if adjustments made to staff. Floors could change to asset versus liability, if re -used and could generate additional revenue. Jail business is not a core business of City to generate revenue. Looking forward to review reuse study with options. Suggestion to include slide, if City to opt out of jail service. Look at hybrid model for the two floors that may become available. Christina Holland added that reuse study should be completed in August. 8. Revenue Enhancement Options {Strategic Plan No. 4, 21 (FMSA) Francisco Gutierrez, presented Revenue Enhancement Options. Shown are option items undertaken or proposed to be undertaken in terms of trying to generate additional revenue. New revenue consideration items and information on sales tax and hotel visitor's tax were provided. Citywide fee study could provide numbers for sustainability and would be dependent on type of service level to be given. Working with current staffing or change with upgraded service/staff. May 15, 2017 1 Economic Development, Infrastructure, Budget & Technology Minutes 13A-11 Development impact fee study contract just provided to consultant, will take six to nine months to complete as it requires information from departments, per Fred Mousavipour, Executive Director of Public Works. For sale of City -owned properties, next steps would be recommendation to purchase technology to install and run asset management and will take four months to convert data into system to be ready to use in about a year from now. There are a number of initiatives for approval: Smart Santa Ana, fiber optics with partner to merge with utilities and LED programs, affordable internet, light conversion, review franchise fees with utility companies, and SARTC deferred maintenance to attract tenants. 9. Cooperative Business Ordinance {Strategic Plan No. 3, 1} Mayor Pro Tem Martinez: "Cooperative business ordinance primarily supports idea of worker cooperatives — businesses that are owned and democratically controlled - by -workers:— as a key partof the City's economic development strategy moving forward. The worker cooperative model has proven to be an effective tool for creating and maintaining sustainable, dignified jobs; generating wealth; improving the quality of life of workers; and promoting community and local economic development, particularly for people who lack access to conventional means of business ownership." "Direction would be to: direct City Manager to develop recommendations to support local worker cooperatives, particularly ones that target areas of need in Santa Ana such as food deserts. It also directs the city manager to review the City's small business program loan applications and other materials to ensure worker cooperative can access those on the same basis as comparable conventional businesses. Direct city manager to develop recommendations on how to reach out to existing business owners and present worker cooperative conversion as a retirement or succession plan for older business owners. Direct the city manager to review City procurement and contracting procedures for any possible barriers to worker cooperative to bid on City contracts." Can look at Oakland and Berkeley models. Will forward email from Ana at Santa Ana Building Healthier Communities for staff to review. ITEMS MOVED TO NEXT COMMITTEE MEETING C Cooperative Business Ordinance — bring back to committee for next steps. PUBLIC COMMENTS: Apolonio Cortes — co-op member and spoke in favor of ordinance. Adian Munoz — spoke in support of cooperative business ordinance. Ana Urzua — spoke in support of cooperative business ordinance. May 15, 2017 [Economic Development, Infrastructure, Budget & Technology Minutes 13A-12 Reyna Mendoza — spoke in support of cooperative business ordinance. Carlos Melendez — spoke in support of cooperative business ordinance. STAFF MEMBER COMMENTS: Robert Cortez, Deputy City Manager, thanked committee for opportunity to have discussion. Budget is extremely important and decisions made were critical to help produced balanced budget. COMMITTEE MEMBER COMMENTS: Mayor Pro Tem Martinez has emailed notes and information to Robert Cortez, as well as forwarded email from Ana Urzlia @ SABHC. Adjournment -8:01 p.m. Teres amirez, CAP OM Rec ding Secretar , FMS May 15, 2017 1 Economic Development, Infrastructure, Budget & Technology Minutes 13A-13 13A-14 r - CITY OF SANTA ANA LEGISLATIVE AFFAIRS, ETHICS AND TRANSPARENCY COUNCIL COMMITTEE MEETING CANCELLATION NOTICE The regularly scheduled Legislative Affairs, Ethics and Transparency Council Committee meeting scheduled for Wednesday, September 20, 2017 at 12:00 p.m. has been cancelled. The next regularly scheduled meeting is January 10, 2018. If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.1021 Santa Ana City Council Miguel A. Pulido, Michele Martinez, Vicente Sanniento, I Jose Solodo, I P. David Benavides, Juan Villages, I Sal Tinajero, Mayor Mayor Pro Te m, Ward Ward Ward Ward Ward Mnurdo*® nla Ward `5a^^'.no wnwana«a dso ono,®sanra.ana om osanamdesnwn miaaaw,na wa srna a,w�:an aana om MMa?,mz m City Hall, 20 Civic Center Plaza • P.O. Box 1988 e Santa Ana, California 92702 Mayor & Council Telephone: 714.647-6900 e Agenda Item Inquiries: 714.6475200 . Website: www.santa-ana.ora 13A-15 13A-16 CITY OF SANTA ANA 5" I Cert COUNCIL COMMITTEE MEETING AGENDA PUBLIC SAFETY, CODE ENFORCEMENT AND NEIGHBORHOOD EMPOWERMENT September 12, 2017 5:30 P.M. CALL TO ORDER City Hall Ross Annex, Conference Room 1600 - 20 Civic Center Plaza, Santa Ana, California Committee Members: Councilmembers Solorio; Villegas, Tinajero Staff: Police Chief, OCFA Division Chief, Assistant City Attorney Recording Secretary: Elizabeth Plotnik PUBLIC COMMENTS - Members of the public are allowed three minutes to speak on agenda items or matters within the jurisdiction of the Committee. AGENDA ITEMS Approval of Minutes from the July 11, 2017 Meeting Update on Recommended Accessory Dwelling Unit Ordinance — Candida Neal, Planning and Building {Strategic Plan No. 5, 31 3. Homeless Planning — Presentation - Judson Brown, Community Development Homeless Prevention, Intervention and Mitigation — Robert Cortez, City Manager Office {Strategic Plan 5, 3d} RECOMMENDED ACTION: Recommend to the City Council staff's proposed action plan as follows: If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for l� accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.1021 Santa Ana City Council Miguel A. Pulido, Michele Martinez, Vicente Sarmiento, Jose Solana, P. David Benavides, Juan Villegas, Sal TinaJero, Mayor Mayor Pro Tem, Ward 1 Ward 3 Ward 4 I Ward 5 I Ward 6 I Mwraortusona Ward vsa�mamnmsania-ana.am Jsaanaaaamaane.av oee�a�ae:raunlaana om .raneoasrasanle.ena as srnalelor:amaano om MMaNnss(ds+nWana om City Hall, 20 Civic Center Plaza Sol,W8• Santa Ana, California 92702 Mayor & Council Telephone: 714-647-6900 • A• m r�� ries: 714-647.6520 • Website: www.santa-ana.org Create a City Homeless Services Manager position with an annual salary range of $110,844 to $134,772. Funding for the position for the first two years were set aside in the FY 14/15 Surplus dedicated for homelessness. 2. Direct staff to implement the actions described in this report to: A. Improve internal coordination between City Agencies involved in providing services and enforcement related to the homeless population within Santa Ana. B. Enhance coordination with the County of Orange, neighboring cities and Orange County homeless service providers and faith -based organizations. C. Invest in connecting and increasing non-profit and faith -based services available to assist in responding to the City's homeless crisis. D. Develop and implement a specific legislative package to solicit state and federal assistance to respond to the needs for housing, enforcement and social services for the growing homeless population. 4. Update on Mariscos Hector and impact to neighborhood — Planning and Building, Public Works and Santa Ana Police Department {Strategic Plan 5, 4} 5. Update on Open Government/Police Operations — Chief David Valentin {Strategic Plan 1,2) Update on Police Officer Hiring — Deputy Chief Schnabl and Manager Carroll {Strategic Plan Goa[ No. 1, 1i} (Continuous Information Item) COMMITTEE MEMBER COMMENTS FUTURE AGENDA ITEMS If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.1021 Santa Ana City Council Miguel A. Pulido, Michele Martinez, Vicente Sarmiento, Jose Salado, P. David Benavides, Juan Villages, Sal Tinajero, Mayor Mayor Pro Tem, Ward Ward Ward Ward Ward Mwraoraumaana o,a Ward vsflm,�:�ira,am.-nna o,a aso onormsana oannev'aesra��u.a�a om uwi�asrasen a.a snnaemrmunua�a om MMaN,reziossn City Hall, 20 Civic Center Plaza • P.O. Box 1988 • Santa Ana, California 92702 Mayor 8 Council Telephone: 714-647-6900 • Agdrd' A Irt 0s: 714-647.6520 • Website: www.santa-ana.ora ADJOURNMENT — The next Public Safety and Neighborhood Improvement meeting is scheduled for Tuesday, November 14, 2017, at 5:30 PM at the City Hall Ross Annex, Room 1600, 20 Civic Center Plaza, Santa Ana, CA. The complete Strategic Plan document is available at http://www.santa-ana.org/strategic-planninq/. If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 26 CFR 35.102] Santa Ana City Council Miguel A. Pulido, Michele Martinez, Vicente Sarmiento, Jose Solorio, P. David Benavides, Juan Villages, Sal Tinajero, Mayor Mayor Pro Tem, I Ward Ward Ward Ward I Ward mewaoraaaaa�nn o,a Ward vsamiemo,mnt—a o,a dsaonorta:a�a-ane am oeen�aesrauna<nn om rv'neoasrasan en wn sn�xem�sanaana om muannssrmc�mnena om City Hall, 20 Civic Center PlazaB0A W8 . Santa Ana, California 92702 Mayor & Council Telephone: 714.647-6900 . A. Iw j res: 714-647-6520 . Website: www.santa-ana.orq 13A-20 CITY OF SANTA ANA CITY COUNCIL COMMITTEE ON PUBLIC SAFETY, CODE ENFORCEMENT & NEIGHBORHOOD EMPOWERMENT MINUTES July 11, 2017 CALL TO ORDER: Ross Annex, Room 1600 City Hall, 20 Civic Center Drive Santa Ana, California 5:30 PM ATTENDANCE: Council Committee members: Jose Solorio Juan Villegas Sal Tinajero MEMBERS ABSENT: None STAFF PRESENT: Cynthia Kurtz, CMO Robert Cortez, CMO David Valentin, PD James Schnabl, PD Ruben Ibana, PD Robert Carroll, PD Tamara Bogosian, CAO Lisa Storck, CAO Candida Neal, PBA Ali Pezeshkpour, PBA Alvaro Nunez, PBA Anthony Espinosa, OCFA Yessenia Aspeitia, PD Elizabeth Plomik, Recording Secretary PUBLIC SPEAKERS: Chris Schmidt, concerned constituent, Windsor Village NA Lizzie Lyles, concerned constituent, Central City NA Claire Braebum, Executive Director, America On Track Soleda Valentin, concerned constituent, America On Track Alejandra Cook, Program Coordinator, America On Track Peter Katz, President, Com -Link Chris Glew, Attorney, Santa Ana Cannabis Association PUBLIC COMMENTS Chris Schmidt, resident Windsor Village NA, comments on illegal parking in his neighborhood. He believes there should be more consistent general enforcement, to stop repeat offenders, and 1 13A-21 avoid fixture illegal parking. He also comments on the issue of vandalism and graffiti removal, asking for more consistent enforcement. Lastly, Chris commented on medical marijuana containers being littered in his neighborhood. He suggests that each container be labeled for the possibility of redemption value. Lizzie Lyles, concerned constituent, regarding fireworks on the fourth of July. She is suggesting that they become illegal in Santa Ana, due to the loud noise and interruptions they cause, especially during off-peak times. Claire Braebum, Executive Director, On Track America, as a follow-up on a housing plan from three years ago, suggests smoke-free multi -housing units. This plan included a smoke-free policy provision. Local surveys show the community is still supportive of such policy, as already 50 other jurisdictions in the nation have a similar policy. Soleda Valentin, concerned constituent with On Track American, also comments on smoke-free housing. She lives in the Minnie Street neighborhood and encourages the city to implement an ordinance regarding banning smoking. Alejandra Cook, Program Coordinator, On Track America, comments on implementing smoke- free housing. She has provided local surveys to the community, also resulting in support of a smoke-free policy. AGENDAITEMS 1. Approval of Minutes of the May 9, 2017 Meeting (Item No. 3 is taken out of order.) 3. Update on Police Officer Hiring — Deputy Chief Schnabl and Manager Carrel, Police Department{Strategic Plan Goal No. 1, 1i) (continuous information item) Police Admin. Manager Robert Carroll updated the Committee on the Department's police officer recruitment efforts. Mgr. Carroll goes over the number of all sworn staffing, as well as current officers in the academy and those already in the training program, for the 2016/2017 Fiscal Year. He also provided an update on the campaign with Sensis Marketing, while listing and showing examples of print and digital advertisements that are currently being used. Mgr. Carroll stated that overall, the quantity of recruit and lateral applicants, as well as the caliber of the applicants, have both increased. 2 13A-22 Committee Member Tinajero enters the meeting — 6:05PM. ACTION: Chairman Solorio: The City has a regional signage program that partners with local business that have digital billboards, to allow for City oriented signage to be posted. Chairman Solorio suggested contacting Main Place Mall and Tom's Truck Center, to utilize their digital billboards for posting recruitment advertisements. He also requested that the font size used for the website on the billboard, be made larger. 2. Update on Options Regarding Medical and Adult Use of Cannabis — Candida Neal, Alvaro Nunez, and Ali Pezeshlfpour, Planning & Building {Strategic Plan Goal No. 1, lc} Planning Manager Candida Neal addressed the Council Committee suggesting permitted medical cannabis dispensaries have - the .following uses, in addition to retail: cultivation, manufacturing/processing, distribution, testing and microbusinesses. These uses have been made allowed by the Medicinal and Adult -Use Cannabis Regulation and Safety Act (MAUCRSA), passed by State Senate in June 2017, as well as Prop 64. Manager Neal reviews the issues needing voter approval, and makes recommendations for how the Council Committee should proceed. These recommendations include the repeal and replacement of Measure BB with a new ordinance for medical marijuana, allow five additional uses for medical purposes and allow recreational use with voter approval of new taxes. PUBLIC COMMENTS (pertaining to Item No. 2) Peter Katz, President, Com -Link shares his support of allowing grow operations in industrial zones. Mr. Katz shares some statistics as examples of how grow operations will positively affect the city's revenue, and suggests using unrented small industrial buildings for such operations. Chris Clew, attorney, Santa Ana Cannabis Association (SACA), provides Council Committee with a written proposal of how the City can partner with SACA to continue expanding economic growth. The proposal focuses on recreational use, cultivation and manufacturing/production. Mr. Glew requests to schedule a meeting with the City Attorney's Office to establish a plan and present it to C2u cil, in hopes it will avoid adopting a new ordinance to be voted on. Committee Afcmber Tinajero exits the meeting — 7:08PM 3 13A-23 4. Update and Discussion of Homeless Crisis — Commander Ruben Ibarra, Police Department {Strategic Plan Goal No. 5, 3d} Commander Ibana reviews the updates made to the Police Department's website, drawing specific attention to the links and contacts listed as resources. He adds that 8-10% of calls for service each month pertain to homelessness, and specifies the added benefit of increasing the amount of ride alongs with a County mental health representative. With increased continuous funding in the 2017/2018 budget, focus will remain on outreach and enforcement in hotspot areas, and on collaborations with both City departments and County agencies. Commander Ibarra adds that creating a full-time homeless liaison unit, as well as a City-wide task force, would help allow for more consistent outreach and enforcement, as well as clean-ups of homeless camping areas. ACTION: Co -Chair Villegas: requests that staff look into being more consistent with clean ups. He would like more staffing and more trucksavailable, to help ensure clean-ups can happen regularly, instead of just once a week. COMMITTEE MEMBER COMMENTS Co -Chair Villegas thanked the staff and everyone present for their hard work. Chairman Solorio was pleased to see the success of the marketing campaign and its effect on police staffing. Discussion regarding a possible granny flats ordinance Possible management plans of City-wide parking Fireworks discussion—should it be on the ballot? Fire and Police Departments to establish a plan for next year and what we would do differently. LI 13A-24 ADJOURNMENT — 7:37 P.M. DAVID VALENTIN Acting Chief of Police ep 13A-25 13A-26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED RECEIVE AND FILE CERTIFICATION AND ❑ As Recommended APPROVAL OF FINAL PARCEL MAP NO. ❑ Amended 2015-187 BY CITY ENGINEER ElOOrdinance on 1 Reading ❑ Ordinance on 2ntl Reading (2000 WEST ALTON AVENUE) [I Implementing Resolution {STRATEGIC PLAN NO. 3 2} E] Set Public Hearing For �j CONTINUED TO J�y7" FILE NUMBER RECOMMENDED ACTION Receive and file. This action informs the City Council of the imminent approval of this subdivision based upon the Subdivision Map Act and meeting all the conditions of approval set by the City. The City Engineer has received Final Map No. 2015-187 (City Parcel Map No. 2016-03) for 2000 West Alton Avenue (Exhibit 1) from the Christ Our Savior Catholic Parish, a California Unincorporated Nonprofit Association, and is in the process of reviewing the map for technical accuracy and final approval. This map approves subdividing land into two individual parcels to facilitate the future development of the two parcels. The parcel to the north, identified as Parcel 1, will be the permanent home of the Christ Our Savior Catholic Parish. Parcel 2, is intended to be developed with 42 single-family residences. No development is proposed as part of this parcel map approval. The property is located in the Specific Development No. 4 (SD -4) zoning district and has a General Plan land use designation of Low Density Residential (LR). Existing zoning district is Specific Development No. 4 (SD -4). Tentative Map No. 2015- 187 was approved by the City Council on November 15, 2016. Pursuant to Section 34-183 of the Santa Ana Municipal Code, the City Engineer shall approve or disapprove this map within 10 days after the City Council meeting of October 3, 2017. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal impact associated with this action. r Mousavipour Executive Director Public Works Agency Exhibit 1: Map 17A-1 17A-2 W CURB AND GUTTER r V MZ a PL ALTON AVENUE 82.5' 60' I CURB AND GUTTER 22' 338' 31.8' PL m I 0 M P /I J N � O M v I PARCEL 1 yo w w 555.71' I N v N Q W R=48' L=91.8' m 3 I J � N N J PARCEL 2 Q I N r I m CURB AND GUTTER CURB AND GUTTER 33 625.5' 66' 60' 112' 94' +I _ _ I MACARTHUR BOULEVARD PL CURB AND CUTTER �w EXHIBIT 1 SANTA ANA TiPez Ca PARCEL MAP N0. 2015-187 P�Age Docilt AgenAa Dote oalaoer 3. 2017 2000 W. ALTON AVENUE 17A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: RECEIVE AND FILE PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR SEPTEMBER 2017 {STRATEGIC PLAN NO. 5, 1} RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER The September 2017 Capital Improvement Program (CIP) Executive Summary Schedule (Exhibit 1) 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 project. The CIP Executive Summary Schedule is available on the City's website at http://Santa- ana/pwa/documents/Executive M onth IvCI PU pd ateSepte m be r2017.pdf STRATEGIC PLAN ALIGNMENT 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 its no fiscal impact associated with this item. d re Mousavipour Executive Director Public Works Agency FM/LO Exhibit 1: CIP — Executive Summary Schedule 19C-1 19C-2 n bt vT 8. y 3 ry a 6- 0 0 aa, iii � W � y 6 N � oF. 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N O ti O N O N O N n'1 P Nm N N N 1� y Vnj M yTj m f NNNNN N T N N N N N gsa3aasaaa�ssas� m V m I I O O � a c E C H O O " 2 f Y rC n O meD z'm C J Y g=ocr V f E E« - E LqJqq y y` L Q d Y y_J C b U 'o 9 N N N a' �, E w A h d V O Q F N c Yii Yi u°a a 3�N �°a"�^n �9`n u'3 e0' qyZ g N b N �q N N N N m ry V iz 19C-6 I I REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED AUTHORIZE COOPERATIVE COST ❑ As Recommended As REIMBURSEMENT AGREEMENT, APPROVE E]Or Amended ❑ Ordinance on 1� Reading APPROPRIATION ADJUSTMENT, AND ❑ Ordinance on 2n' Reading AWARD CONTRACT TO ALL AMERICAN ❑ Implementing Resolution ASPHALT FOR CONSTRUCTION OF ❑ Set Public Hearing For FAIRVIEW STREET PAVEMENT MAINTENANCE (PROJECT NO. 17-6881) (STRATEGIC PLAN NO. 6, 1B; ; 1G) CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Authorize the City Manager and Clerk of the Council to execute a Cooperative Cost Reimbursement Agreement with the City of Garden Grove for improvements within Garden Grove jurisdiction from Edna Drive to State Route 22 off -ramp, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment recognizing $63,700 in cost reimbursement from the City of Garden Grove into the Select Street Construction revenue account, and appropriating the same amount to the Select Street Construction expenditure account for the Fairview Street Pavement Maintenance Project. 3. Award a contract and authorize the City Manager and the Clerk of the Council to execute a construction contract with All American Asphalt, the lowest responsible bidder, in accordance with the base bid plus Additive Alternate Bid 1 in the amount of $1,389,297, for the term beginning upon execution of the contract and ending upon project completion, for construction of the Fairview Street Pavement Maintenance project, subject to nonsubstantive changes approved by the City Manager and the City Attorney. 4. Appeove the Project Cost Analysis for a total estimated construction delivery cost of $1,813,700, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $216,009. DISCUSSION The City's Pavement Management Program identifies the preventive maintenance needed for the City's street network in accordance with the funding requirements by the Orange County Transportation Authority (OCTA). The recommended arterial street segment on Fairview Street 20A-1 Cooperative Cost Reimbursement Agreement, Appropriation Adjustment, and Contract Award for Fairview Street Pavement Maintenance Project October 3, 2017 Page 2 from Segerstrom Avenue to the North City Limit (Exhibit 1) has been identified as high priority for slurry seal. The work consists of preparing the roadway by performing minor pavement repairs, including localized replacement of asphalt concrete pavement, followed by slurry seal resurfacing, striping, and signage. Once completed, these improvements will enhance the ride quality, surface drainage, appearance of the neighborhood, and extend the life of the pavement. The City of Garden Grove shares the right-of-way within the project area; therefore, a Cooperative Cost Reimbursement Agreement is required for the City of Garden Grove to finance their portion of the improvements (Exhibit 2). The Cooperative Cost Reimbursement Agreement between the City of Santa Ana and City of Garden Grove identifies the roles and responsibilities of each party and estimates each city's share of the project costs. City of Garden Grove's share of the cost will be funded by Gas Tax. On November 18, 2014, the City Council adopted Resolution No. 2014-079 which authorized submission of applications to OCTA for grant funds under the Arterial Pavement Management Program for Fairview Street from Segerstrom Avenue to North City Limit. On June 13, 2016, the OCTA Board of Directors approved Surface Transportation Block Grant program (STBG) funding for the construction phase. The City is responsible for providing 71 percent of the construction costs as the required local match to the STBG funds. City Council approved a Cooperative Agreement with OCTA for implementation of the Fairview Street project on September 20, 2016, and authorization to proceed with the construction phase was approved by the State of California Department of Transportation (Caltrans) on April 28, 2017. The City has six months after the Caltrans approval date to award a construction contract. A Notice Inviting Bids was advertised on July 31 and August 7, 2017; and bids were opened on August 22, 2017. The following is a summary of the bid invitations made and the bids received: Contractor Participation Data Santa Ana contractors receiving notices 12 Contractors requesting bidding documents 12 Bids received 6 Bids received from Santa Ana contractors 1 20A-2 Cooperative Cost Reimbursement Agreement, Appropriation Adjustment, and Contract Award for Fairview Street Pavement Maintenance Project October 3, 2017 Page 3 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID BASE BID +ADD ALT. 1 1 All American Asphalt Corona $1,385,517.00 $1,389,297.00 2 Petrochem Materials Innovation, LLC. Carlsbad $1,471,931.00 $1,476,971.00 3 Hardy & Harper, Inc. Santa Ana $1,616,000.00 $1,634,000.00 4 RJ Noble Company Orange $1,638,270.00 $1,645,830.00 5 Excel Paving Co. Long Beach $1,674,360.00 $1,692,360.00 A total of six bids were received, but only five were deemed responsive. All American Asphalt submitted the lowest responsive bid in the amount of $1,385,517 (Exhibit 3). Based on the bid analysis and a contractors reference check, staff recommends awarding the construction contract to All American Asphalt, in the amount of $1,389,297 (Exhibit 4). This amount includes the Additive Alternate Bid 1 striping 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, etc.). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review Nos. 2017-04 was filed for this project. Additionally, in accordance with the National Environmental Policy Act, the State of California Department of Transportation has determined that the project is categorically excluded from further review. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 5), the estimated total construction delivery cost of the project is $1,813,700, which includes construction, contract administration, inspection, testing, surveying, and contingencies. Funds in the amount of $1,250,000 are available in the Measure M2 Street Construction Fund (Account No. 03217662-66220) and $500,000 in the Select Street 20A-3 Cooperative Cost Reimbursement Agreement, Appropriation Adjustment, and Contract Award for Fairview Street Pavement Maintenance Project October 3, 2017 Page 4 Construction Fund (Account No. 05917660-66220). Upon approval of the recommended appropriation adjustment, $63,700 of cost reimbursement from the City of Garden Grove will be recognized into the Select Street Construction revenue account (No. 05917002-57000) and appropriated into the Select Street Construction expenditure account (No. 05917660-66220). All funds will available for expenditure in Fiscal Year 2017-18. Fred M o s vipo d r Executive Director Public Works Agency FM/EWG/TC APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Location Map 2. Cooperative Cost Reimbursement Agreement with Garden Grove 3. Bid 4. Construction Contract 5. Cost Analysis 20A-4 20A-6 EXHIBIT COOPERATIVE COST REIMBURSEMENT AGREEMENT FAIRVIEW STREET SLURRY SEAL (EDNA DRIVE TO SR -22 OFF RAMP) COOPERATIVE COST REIMBURSEMENT AGREEMENT ("Agreement"), is made and entered into this _ day of 2017, by and between the CITY OF SANTA ANA, a California charter city ("Santa Ana"), and the CITY OF GARDEN GROVE, a California municipal corporation ("Garden Grove"). In this Agreement, Santa Ana and Garden Grove may each be individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS: WHEREAS, Santa Ana has initiated a street preventative maintenance project (the "Project") to improve the pavement condition of Fairview Street from Edna Dr. to SR -22 Off Ramp; and WHEREAS, Fairview Street within the Project limits contains a portion of property within Santa Ana and a portion of the street within the boundary of Garden Grove; and WHEREAS, In an effort to efficiently utilize Garden Grove resources, Garden Grove wishes to improve the portion of Fairview Street within its boundary at the same time the Santa Ana Fairview Street Preventative Maintenance Project is conducted; and WHEREAS, the parties desire to slurry seal Fairview Street, within their respective boundaries as part of the "Project". NOW, THEREFORE, based upon the foregoing Recitals, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by all Parties, the Parties agree as follows: 1. The City of Santa Ana responsible to advertise for bids, hire a contractor, approve the work and administer the contract for street rehabilitation. 2. Garden Grove is responsible for funding that portion of the Project within the Garden Grove city limits, as set forth in Exhibits A and B, attached hereto and incorporated by this reference. Garden Grove will remit payment to Santa Ana within thirty (30) days of receipt of invoice evidencing Project work performed within Garden Grove city boundary. 3. Garden Grove will coordinate the relocation of all affected utility company facilities within the City limits of Garden Grove in a timely manner. 4. Santa Ana and Garden Grove shall extend cooperation to each other and proceed under this Agreement in good faith to facilitate timely completion of the Project. The Parties agree that when any component of this Project is subject to the approval of Garden Grove, such approval shall not be unreasonably withheld. 5. Garden Grove will be notified as to the official construction start date and overall construction schedule. Also, a representative from Garden Grove will be invited to attend pre -construction, Project status, and final walk through meetings. 20A-7 6. Change orders for work within Garden Grove must receive the written approval of the Public Works Department Engineering Manager of Garden Grove or his/her designee prior to implementation. 7. The following staff members, or as otherwise designated in writing by the Executive Director of Public Works of Santa Ana or the Public Works Department Engineering Manager of Garden Grove, shall be the selected representatives of each City to act on each respective City's behalf with respect to this agreement. Any notices, requests, approvals, plan submittals or communications shall be provided to each representative noted below: City of Santa Ana: ATTN: Edwin "William" Galvez, City Engineer Public Works Agency Santa Ana, CA 92701 20 Civic Center Plaza, M-21 Phone: (714) 647-5653 E -Mail: wgalvez@santa-ana.org City -of Garden Grove: P.E. ATTN: Dan Candelaria, P.E., T.E. City Engineer Public Works Department 11222 Acacia Parkway Garden Grove, CA 92840 Phone: (714) 741-5192 E -Mail: danc@ci.garden-g rove. ca. us 8. Santa Ana shall cause its contractor for the Project to guarantee the Garden Grove improvements against defects in workmanship and materials for a period of one (1) year from the date of acceptance by Santa Ana. It is further agreed that Santa Ana shall assume the responsibility for causing the Garden Grove improvements to be brought or restored to full compliance with the requirements of the Plans and Specifications for any portion of the Project which during said one (1) year period are found not to be in conformance with the provisions of the Plans and Specifications. 9. The City of Santa Ana shall have its contractor provide insurance as follows: 9.1 INSURANCE AMOUNTS. Contractor shall maintain the following insurance for the duration of this Agreement: (a) Commercial general liability in the amount of $1,000,000 per occurrence; (claims made and modified occurrence policies are not acceptable); Insurance companies must be acceptable to City and have an AM Best's Guide Rating of A - Class VII or better, as approved by the City. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City shall be entitled to the broader coverage and/or higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. An Additional Insured Endorsement, ongoing and completed operations, for the policy shall designate the City of Santa Ana, the City of Garden Grove, their officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the Contractor. Contractor shall provide to City proof of insurance and endorsement forms that conform to City's requirements, as approved by the City. 20A-8 (b) Automobile liability in the amount of $1,000,000 combined single limit, including mobile equipment if applicable; (claims made and modified occurrence policies are not acceptable); Insurance companies must be acceptable to City and have an AM Best's Guide Rating of A-, Class VII or better, as approved by the City. An Additional Insured Endorsement for the policy shall designate the City of Garden Grove, the City of Santa Ana, their officers, officials, employees, agents, and volunteers as additional insureds for automobiles owned, leased, hired, or borrowed by the Contractor. Contractor shall provide to City proof of insurance and endorsement forms that conform to City's requirements, as approved by the City. (c) For any claims related to this Agreement, Contractor's insurance coverage shall be primary Insurance as respects City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it. 9.2 WORKERS COMPENSATION INSURANCE. For the duration of this Agreement, Contractor and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable. The insurer shall waive its rights of subrogation against the City of Garden Grove, the City of Santa Ana, their officers, officials, agents, employees, and volunteers. 9.3. CONTRACTOR shall not commence work until all certificates and endorsements have been received and approved by Santa Ana. All insurance required shall contain a Statement of Obligation on the part of the carrier to notify City of any material change, cancellation, or termination at least thirty (30) days in advance. 10. This Agreement contains all of the agreements of the Parties regarding the Project and all previous understandings, negotiations and agreements regarding the Project are integrated into and superseded by this Agreement. 11. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties. 12. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder. 13. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement the Parties hereto are formally bound to the provisions of this Agreement. 14. This Agreement shall be binding upon and shall endure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors, and assigns. 20A-9 15. This Agreement may be executed by the Parties and counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 16. This Agreement is to be governed by the laws of the State of California, in Orange County California. 17. Each party agrees to defend, hold harmless, and indemnify the other as to any and all claims, judgments, liabilities or damages for injuries and damages directly arising out of each party's own performance under this Agreement, except to the extent such damage or expense is caused in whole or in part by the other party's negligence or willful misconduct. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the day and year first written above. CITY OF SANTA ANA CYNTHIA KURTZ Interim City Manager ATTEST: MARIA D. HUIZAR Clerk of the Council City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: JOH .FUNK Assis ant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Public Works Agency Executive Director CITY OF GARDEN GROVE SCOTT C. STILES City Manager ATTEST: TERESA POMEROY City Clerk APPROVED AS TO FORM: OMAR SANDOVAL City Attorney 20A-10 EXHIBIT A City Cost Sharing Estimates Fairview Street (Edna Drive to SR -22 Off Ramp) City of Santa Ana Cost Estimate Table 1 City of Garden Grove Cost Estimate Table 2 20A-11 CITY OF SANTA ANA Project No.: 17.6881 By: Mindy Ly Date Revised: 08/24/17 COST ESTIMATE (CITY OF SANTA ANA JURISDICTION) FAIRVIEW STREET PREVENTATIVE MAINTENANCE FROM SEGERSTROM TO NORTH CITY LIMIT : NO. DESCRIPTION UNIT . UANTITY 7—i PRICE. COST 1 Unclassified CY 70 $33.00 $ 2,310.00 2 3 4 REAS Type 2 ARIIM Cold Mill (2") TN TN SF 1,055 3,140 244,900 $577.00 $96.00 $0.25 $ 608,735.00 $ 301,440.00 $ 61,225.00 5 Crack Sealing LS 0.970 $57,300.00 $ 55,592.00 6 Remove and Replace PCC Curb Ramp SF 10,300 $14.85 $ 152,955.00 7 Remove and Replace PCC Sidewalk SF 1,500 $10.74 $ 16,110.00 8 Adjust Manhole Frame & Cover to Finished Grade EA 2 $775.00 $ 1,550.00 9 Furnish and Install New Water Valve Frame & Cover to Finished Grade EA 6 $877.00 $ 5,262.00 10 11 Furnish and Install new Pull Box #6 Frame and Cover & Adjust to Grade Protection of Surface Utility Frames and Covers EA LS 2 1 $2,600.00 $ 5,200.00 —T— 1,032.00 12 Traffic Loos Type E EA 60 $268.00 $ 16,080.00 13 Traffic Loops Type D EA 22 $279.00 $ 6,138.00 14 Temporary Construction Sin EA 4 $1,200.00 $ 4,800.00 15 Si nin and Stri ing LS 0.970 $99,300.00 $ 96,339.00 tl TOTAL CONSTRUCTION COST $ 1,334,768.00 KADe9ignl_PmjeclsXAcW91A19rla1 lmpmwmentslArtenal Street Slurry Seal(1from Segerstmm to NCL July 2017 ML Ravi Santa Ana Jurisdiction only4Sanla Ana Cost 8/24/2017 20A-12 CITY OF SANTA ANA Project No.: 17-6881 By: Mindy Ly Date Revised: 08/24/17 COST ESTIMATE (CITY OF GARDEN GROVE JURISDICTION) FAIRVIEW STREET PREVENTATIVE MAINTENANCE FROM 200' N/O EDNA DRIVE TO SR -22 OFF RAMP NO. DESCRIPTIONS UNIT UANTITY UNITPRICE COST 1 Unclassified Excavation CY 30 $ 33.00 $ 990.00 2 REAS Type 2 TN 45 $ 577.00 $ 25,965.00 3 Asphalt Rubber Hot Mix ARHM)* TN 60 $ 96.00 $ 5,760.00 4 Cold Mill (2")* SF 0 $ 0.25 $ 5 Crack Scaling LS 0.030 $ 57,300.00 $ 1,708.00 6 PCC Curb Ram (@ Avalon Ave & Downie) SF 900 $ 14.85 $ 13,365.00 7 Remove and Replace PCC Sidewalk* SF 0 $ 10.74 $ - 8 Adjust Manhole Frame & Cover to Finished Grade EA 0 $ 775.00 $ 9 Furnish/Install New Wv Frame & Cover to Finished Grade EA 0 $ 877.00 $ - 10 Furnish/Install new PB #6 Frame/Cover & Adjust to Grade EA 0 $ 2,600.00 $ - 1 I Protection of Surface Utility Frames and Covers LS 0 $ 1,032.00 $ - 12 Traffic Loops Type E EA 0 $ 268.00 $ 13 Traffic Loops Type D EA 0 $ 279.00 $ - 14 Temporary Construction Sign EA 0 $ 1,200.00 $ 15 Striping (incl udin sandblasting of exist.) LS 0.030 $ 99,300.00 $ 2,961.00 TOTAL CONSTRUCTION COST $ 50;749.00 Design Engineering Contingency Construction Engineering 0% 10% 15% $ $ $ 5,000.00 8,000.00 - -TOTALPROJECTCOST r$ 63,700.00 Note: 1. Assume no work along the westerly shoulder between Glendon and SR -22 off -ramp (severe pavement deterioration) Note: 2. Found ?-Major angular cracks In front of 13072 Fairview NB; 2 -major cracks In front of SR -22 off -ramp S/B; and major cracks In lane #21n front of 13111 Fairview SB K'.1Dealgnl_ProJaM\ArUvaW4erla1 ImprovemenlsWlerial Street Slurry Seel (17-6881)lDxumenls EsgmatesTaIrvim from Segeratrom to NCL Esllmeta fw Garden Grove Judsdicam - Revi 20170602VGarden Grovo Cost 8/25/2017 20A-13 Exhibit B Location Map Fairview Street (Edna Drive to SR -22 Off Ramp) 20A-14 GARDEN GROVE BLVD 1 420' LONG x 80' WIDE I 320' LONG x 10' NIDE 2 CURB RAMPS AT GLENDON PL 1 CURB RAMP AT DOWNIE PL 1800' LONG x 10' WIDE SR -22 OFF RAMP CITY LIMIT LORI M GLENDON PL BERN LN 1 DOWNIE PLS gg LIQ of �la Oi Ui I BOLIVAR CIA RANCHERO TRASK AVALON CRY OF GARDEN GROVE LN -GARDEN GROVE HUCKLEBERRY RD PAVEMENTAREA SANTA ANA PROJECT 17-6881 STREET SLURRY O P WA O FROM SIEGERSTROM RVIEW TO NORTH CITYLLIMIT s .�. (GARDEN GROVE COOPERATIVE AGREEMENT) 20A-15 PAGE 1 OF 1 20A-16 CITY OF SANTA ANA EXHIBIT 3 PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: All American 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 100 CY $ 33-00 $ b 300 2 Rubberized Emulsion Aggregate Slurry (REAS), Type 11 1,100 TN $ `7-1.oo C. 5 $ 63 yt10 3 Aspahlt Rubber Hot Mix (ARHM) * 3,200 TN $ 46.00 $ 3ai,z0o 4 Coldmill (2")* 244,900 SF S0, as $ 61,zz5 5 Crack Sealing 1 LS $ 51 Soo $ 57,300 6 Remove and Replace PCC Curb Ramp 11,200 SF $ 1 y $ S $ 166 32 1 7 Remove and Replace PCC Sidewalk * 1,500 SF $ lb -'i i $ 16,110 8 Adjust Manhole Frame & Cover to Finished Grade` 2 EA $ 115. o0 $ I S s o 9 Furnish and Install New Water Valve Frame & Cover to Finished Grade 6 EA $ S17.00 $ 5,262 10 Furnish and Install Pull Box #6 and Adjust to Grade 2 EA $ 6oO 1 $ 5 Z0 0 1 I Protection of Surface Utility Frames & Covers I LS $ 12 Install Traffic Loop Type E t 60 EA $ a P� $ 1610%o 13 Install Traffic Loop Type D 'j 22PEA$ a79,oU $6113 t.14 Temporary Construction Sign 4$ 1, ZU J $ y' S+o P -I ofP-16 20A-17 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE Item Description Qty Unit Unit Price Amount 15 Signing and Striping I LS $ 9'1,100 $ 9q 300 TOTAL BASE BID $ I,�85151 Add Alternate Bid 1 16 Install 4" Yellow Left Edge Line $ 1,139 7 Install 4" Solid White Right Edge Lineat a,TOTAL ADD A MALT. $ o, ooTOTAL (BASE B9taq 7 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. I This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within fifty (50) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $4,500 per calendar day. Name of Firm All American As Signature of BIDDER Title Edward J. Carlson, Vice President (If an individual, so state. If a firth 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 20A-18 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm All American Signature of BIDDER Title Edward J. Vice President (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-3 of P-16 20A-19 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE 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: All American Business Address: 400 East Sixth Street; Corona, CA 92879 Business E -Mail Address: publicworks@allamericanasphalt.com Telephone: (951) 736-7600 State Contractor's License No. and Class: 267073 Class: A, C-12 License Expiration Date: 01/31/2018 State Dept. of Industrial Relations (DIR) Registration No.: 1000001051 State Dept. of Industrial Relations (DIR) Registration Expiration Date: 06/30/18 Signed: Title: Edward J. Carlson, Vice President P-4 of P-16 20A-20 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm All American Asphalt Signature of BIDDER Title Edward J. Carlson, Vice President (if an individual, so state) P-5 of P-16 20A-21 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 cont act, for it self or any other person. Signa Ire of Bidder Edward J. Carlson, Vice President Subscribed and sworn to before me this Signature of officer Administering Oath (Notary day of 20 a+la�oh- �� Gali�m�a�Jut� P-6 of P-16 20A-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTYOFORANGE )SS: CITY OF SANTA ANA ) Edward J. Carlson , being duly sworn, deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/she is a member of the co -partnership firm designatedas: and who has been and is duly vested with the authority to make and execute instruments for the co -partnership by: who constitute the other members of the co -partnership. CORPORATION That he is of.. All American Asphalt a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is of: one of the parties making the foregoing proposal as a joint venture, and the he/she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure any advantage against the City of Santa Ana or any person interested in the proposed cont act, for it self or any other person. Signa Ire of Bidder Edward J. Carlson, Vice President Subscribed and sworn to before me this Signature of officer Administering Oath (Notary day of 20 a+la�oh- �� Gali�m�a�Jut� P-6 of P-16 20A-22 CALIFORNIA JURAT GOV CODE § 8202 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 Riverside COURTNEY CHAPAS Notary Public - California Riverside County n z Commission f 2172984 My Comm. E>t Iroa Nov 20, 2020. Subscribed and sworn to (or affirmed) before me on this 1711 day of August. 2017 Date Month By (1) Edward J. Carlson Name of Signer Proved to me on the basis of satisfactory evidence be the person who appeared before me (.) (,) (and (2) of Signer Proved to me on the basis of satisfactory evidence be the person who appeared before me.) Signature v�"r Placa Notary Seal Above Signature V olary Vubtic OPTIONAL Though the information below is not required by law, it may prove valuable to person relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Further Description of Any Attached Document Title or Type of Document Ownership Affidavit Document Date: 8-17-2017 Number of Pages: 1 Signer(s) Other Than Named Above: None 20A-23 Bond No. 08597423 CITY OF SANTA ANA Bid Date: 08/22/2017 PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE BID BOND KNOW ALL PRESENT that, All American Asphalt , as BIDDER, and Fidelity and Deposit Company of Maryland , as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of Ten Percent of Total Amount Bid---- Dollars ($10% of Bid ), which is ten percent (10%) of the total amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall.be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 10th day of August 2017, , BIDDER* SURETY* Rebecca Haas -Bates, Attorney -in -Fac Subscribed and sworn to before me , 20_. Signature: Notary Public in and for the County of *"Please See Attached" , State of (21 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 20A-24 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the truthfulness. accuracv. or validity of that document. State of California County of Riverside On August 17, 2017 before me, Courtney Charas Notary Public Date Here Insert name and Title of the officer personally appeared Edward J. Carlson Name(s) of Signer(s) icommCOURTNEY CHAPAS Notary Public - California z: a .,; Riverside County i ission # 2172984 My comm. Expires Nov 20.2020 who proved to me on the basis of satisfactory evidence to be the person(r) whose name(&) is/are subscribed to the within instrument and acknowledged to me that he/sheNhey executed the same in his/heOtheir authorized capacity(ies), and that by his/he4their 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 Callfdrnia that the forgoing paragraph is true and correct. WITNESS my hand and official seal Signature N' Place Notary Seal Above Slgnatu of Notary Public OPTIONAL Though the Information below is not required by law, It may prove valuable to person relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document Bid Bond Document Date: August 10. 2017 Number of Pages: Signer(s) Other Than Named Above: None Capacity(ies) Claimed by Signer(s) Signers Name: Edward J. Carlson o Individual X Corporate Officer—Title(s): Vice President o Partner C. o Limited in General ❑ Attorney in Fact alm ❑ Trustee Top of thumb here o Other: Signer is Name: XCorporr Officer —Tille(s): ❑ Partner n o Llited o General ❑ Attorney in Fa ❑ Trustee • Other: 20A-25 is Top of thumb here CALIFORMIA POSE ACKNOWLEDGMEWT CIVIL CODE § 1189 I-+ oeeA 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 08/10/2017 before me, A. MacFarlane, Notary Public Date Here Insert Name and Title of the Officer personally appeared Rebecca Haas -Bates Name(*,of Signer(* who proved to me on the basis of satisfactory evidence to be the persons} whose name(5). War, - subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hisfherRheir authorized capacity, and that by his(her/their signature4on the instrument the person(s),. or the entity upon behalf of which the persons) acted, executed the instrument. ®RR Notary Publio-California Orange County Commission &2188592 .3j�+,timm My Comm. Expires Mar 27, 2021 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 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 Document Title or Type of Document: Bid Bond Document Date: 08/10/2017 Number of Pages: One(l) Signer(s) Other Than Named Above: All American Asphalt Capacity(ies) Claimed by Signer(s) Signer's Name: Rebecca Haas -Bates ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual RAttorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Fidelity and Deposit Company of Maryland Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org - 1 -800 -US NOTARY (1-800-876-6827) Item #5907 20A-26 EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V, Section 8, Attorneys -in -Fact. The Chief Executive Officer, the President, or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attomeys-in-fact with authority to execute bonds, policies, recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attorney-in-fact to affix the corporate seal thereto; and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that Article V, Section 8, of the %,Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Atlomey...Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice -President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMON WHERE F, 1 have hereunto subscribed my name and affixed the corporate seals of the said Companies, this day of Aln . 207 031- � ,(%j/ , �(j/�)�' 'lr✓L_k' D - Michael Bond, Vice President TO REPORT A CLAIM WITH REGARD TO A SURETY BOND, PLEASE SUBMIT ALL REQUIRED INFORMATION TO: Zurich American Insurance Co. Attn: Surety Claims 1299 Zurich Way Schaumburg, IL 60196-1056 20A-27 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE 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: %:% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: '/2% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name I fo > License wisxp. 0 19 DIR Reg. #/Exp. I nnopo -1-11 y _ lunc3n a01R Location Phone Z 14 Type Of Work C nclr.sr ln9}I nr Amount$ RI Soo Name CO, License #/Exp. L 5 DIR Reg. #/Exp, lamool��-3 -,)iw, - 591zolF License # L 5 4 Il Location mot ,r CR - Phone 'I q Z-1 �r Type Of Work Amount $ II 64n Name S.2r p_ tno rl.,' License ##//E, P. �tzo6 - 04�i11 DIR Reg. #/Exp. _l000r,nIuA ,-Juneiol�c�l� License # -1-161ne Location Phone jtU-cqS-A Type Of Work 51 t ,� Amount$ 5gl111g 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 $ Sign ture of B' der Edward J. Carlson, Vice President P-8 ofP-16 20A-28 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. 1. City of Riverside 3900 Main Street Riverside, CA 92501 Name and Address of Owner. Steve Howard, (951) 826-5706 Name and Telephone Number of person familiar with project. $4,118,460.00 Arterial Streets 03/2016 Contract Amount Type of Work Date Completed 2. City of Rancho Santa Margarita 2212 EI Paseo, Rancho Santa Margarita, CA 92688 Name and Address of owner. Max Maximous, (949) 635-1800 Name and Telephone Number of person familiar with project. $233,913.90 Residential Overlay 09/2016 Contract Amount Type of Work Date Completed 3. City of Diamond Bar 21810 Copley Drive Diamond Bar, CA 91765 Name and Address of owner. Kimberly Young, (909) 839-7044 Name and Telephone Number of person familiar with project. $1,939,000.00 Beautification Pr( Contract Amount Type of Work 05/2016 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. Owen M. Brown Insurance Fidelity and Deposit Company of Maryland Millennium Corporate Solutions 777 S Figueroa St # 3900 5530 Trabuco Rd Los Angeles, CA 90017 Irvine, CA 92620 Phone # (213) 270-0600 Phone # (949) 679-7226 P-9 of P-16 20A-29 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. 1. City of Bell 6330 Pine Avenu, Bell, CA 90201 Name and Address of Owner. Dahl Kim, (323) 923-2628 Name and Telephone $643,000.00 Contract Amount or person tamnrar with project. Avenue Overlay Type of Work 2. City of Victorville 14343 Civic Drive, Victorville, CA 92392 09/2016 Date Completed Name and Address of owner. Bruce Miller, (760) 269-0045 Name and Telephone Number of person familiar with project. $2,611,215.00 Road Reconstruction 07/2016 Contract Amount Type of Work Date Completed 3, City of Perris 101 N. D Street, Perris, CA 92570 Name and Address of owner, Brad Brophy,(951)943-6504 Name and Telephone Nun $545,660.00 Contract Amount of person familiar with project. Street Improvements Type of Work 07/2016 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. Fidelity and Deposit Company of Maryland Owen M. Brown InsuranceMillennium Corporate Solutions 777 S. Figueroa St # 3900 5530 Trabuco Rd Los Angeles, CA 90017 Irvine, CA 92620 Phone # (213) 270-0600 Phone # (949) 857-4500 P-10 of P-16 20A-30 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed dward J.,Carlson, Vice President State of California County of Subscribed and sworn to(o� ed) before me on this day of 20_ , by prove me on the basis of ati�sf`actory evidence to be the person(s) who appeared before me {�e Qf(I�BW , ►�omb)Jurat� Notary Public Signature Notary Public Seal P - Il of P-16 20A-31 CALIFORNIA JURAT GOV CODE § 8202 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 Riverside COURTNEY CHAPAS Notary Public - California z Riverside County g Commission # 2172984 _ la Subscribed and sworn to (or affirmed) before me on this 171h day of August 2017 . Date Month By (1) Edward J. Carlson Name of Signer Proved to me on the basis of satisfactory evidence be the person who appeared before me (.) (,) (and (2) Name of Signer Proved to me on the basis of satisfactory evidence be the person who appeared before me.) Signature Place Notary Seal Above Sig t ture of Ttaq Public OPTIONAL Though the information below is not required by law, it may prove valuable to person relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Further Description of Any Attached Document Title or Type of Document Noncollusion Affidavit Document Date: 8-17-2017 Number of Pages: 1 Signers) Other Than Named Above: 20A-32 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE 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 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 involved as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. P-12 of P-16 20A-33 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE 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: Title: Edward J. Carlson, Vice President Firm: All American Date: August 1& 2017 P-13 of P-16 20A-34 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Ap renticeship Council. Signed: Title: Edward J. Carlson, Vice President Firm: All American Asphalt Date: August PV0+ 2017 P-14 of P-16 20A-35 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE STATEMENT REGARDING "ANTI -KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he/she is otherwise entitled. / Signed: Title: Edward J. Carlson, Vice President Firm: All American Asphalt Date: August (8t'" 2017 P-15 of P-16 20A-36 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 17-6881 FAIRVIEW STREET PAVEMENT MAINTENANCE PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No If the answer is yes, explain the circumstances in the following space. P-16 of P-16 20A-37 20A-38 CITY OF SANTA ANA EXHIBIT 4 CONSTRUCTION CONTRACT PROJECT NO. 17-6881: FAIRVIEW STREET PAVEMENT IMPROVEMENTS This CONSTRUCTION CONTRACT is made and entered into this 3rd day of October, 2017 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and All American Asphalt (hereinafter "CONTRACTOR"). WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. 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 Fairview Street Pavement Improvements Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed One Million Three Hundred Eighty -Nine Thousand Two Hundred Ninety -Seven Dollars ($1,389;29700), 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. mv.12/20/2016 20A-39 Page 1 of 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 Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 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 20A-40 Page 2 of 3 IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR CYNTHIA KURTZ Clerk of the Council Interim City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney All American Asphalt By; JOUN FUNK EDWARD J. CARLSON Assistant City Attorney Vice President RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency 20A-41 Page 3 of 3 20A-42 COST ANALYSIS CONSTRUCTION OF PROJECT NO. 17=6881: FAIRVIEW STREET PAVEMENT MAINTENANCE Construction Contract $ 1,389;297-A0_ Contract Administration $ 101,712.00 inspection and Testing $ 106,682.00 Contingencies $ '-216009:00 TOTAL ESTIMATED CONSTRUCTION COSTS $ _ 1,813,700.00 EXHIBIT 4 20A-43 20A-44 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: AWARD SITE LICENSE AND LEASE AGREEMENTS TO INTERNATIONAL BUS LINES, INC., FOR BUS PASSENGER SERVICES AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER (STRATEGIC PLAN NO. 3,2C) 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 1. Authorize the City Manager and Clerk of the Council to execute a site license agreement with International Bus Lines, Inc, to compensate the City $3,000 per month for use of the license area, for bus passenger services at the Santa Ana Regional Transportation Center, for the term of one-year with four one-year extension options exercisable by the City Manager, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute a site lease agreement with International Bus Lines, Inc, to compensate the City $3,178 per month for use of lease area, for ticket counter office space for bus passenger services at the Santa Ana Regional Transportation Center, for the term of one-year with. four one-year extension options exercisable by the City Manager, subject to nonsubstantive changes approved by the City Manager and City Attorney. 3. Approve an appropriation adjustment recognizing Fiscal Year 2017-18 lease income in the amount of $30,890 into the SARTC Operations Rental — International Bus Lines, Inc. Revenue Account and appropriating the same amount to the SARTC Operations Contractual Services expenditure account. DISCUSSION The Santa Ana Regional Transportation Center (SARTC) is a regional transportation hub that brings together Amtrak, Metrolink, Orange County Transit Authority (OCTA), and interstate bus services. It is open to the public seven days a week from 5:00 a.m. to midnight. The facility contains approximately 35,000 square feet of total rental space, including ten bus bays, of which 20B-1 Award Site License and Lease Agreements to International Bus Lines, Inc., for Bus Passenger Services at the SARTC October 3, 2017 Page 2 four are licensed to OCTA, two to Greyhound Lines, Inc., and two to Tres Estrellas de Oro. Currently, there is one bus bay available for lease. In 2015, the City released a Request for Proposals (RFP) for bus passenger services at the SARTC. Proposals were received from Tres Estrella de Oro and Greyhound Lines, Inc. Subsequently, City Council authorized the City to enter into lease and license agreements with each provider for two bus bays and for ticket counter office space. As bus ridership continues to increase, the demand has also risen for space at the SARTC for local commuter bus terminals. Since safety is of the utmost importance to SARTC patrons, the City conducted a search for a reputable bus operator to lease the last remaining, vacant bus bay. On August 1, 2017, the City released an RFP for bus passenger transportation services at the SARTC to occupy one vacant bus bay. The RFP was advertised on the City's online bid management and publication systems. In addition, staff also directly notified 14 bus passenger service operators that expressed interest in leasing space at the SARTC. A summary of the proposal invitations and proposals received is as follows: 14 vendors notified 1 proposal received One proposal was received by the August 18, 2017 due date and was evaluated by staff from Community Development, Finance and Management Services and Public Works Agencies. Evaluation results are as follows, based on a total possible rating of 100: NAME OF RESPONSIVE BIDDER AVERAGE RATING LOCATION International Bus Lines, Inc. 81 Newbu Park, CA The evaluation committee determined that the proposal submitted by International Bus Lines, Inc., was responsive to the RFP. Following the evaluation process, staff entered into negotiations with International Bus Lines, Inc. The following are the key agreement negotiation deal points: • Monthly bus bay license amount for one bus bay: $3,000 • Monthly lease amount of ticket counter office space: $3,178 • Construct a new ticket counter office space of approximately 580 square feet • Rent payments will commence upon completion of tenant improvements provided first rent payment will be due no later than 120 days following City's approval of lease/license. International Bus Lines, Inc., has shown they have the organizational credentials, resources, and experience necessary to meet the City of Santa Ana's desire for quality service. Based on 20B-2 Award Site License and Lease Agreements to International Bus Lines, Inc., for Bus Passenger Services at the SARTC October 3, 2017 Page 3 references and the information provided in the proposal, staff has determined that International Bus Lines, Inc., will provide the quality service at a market rate and, therefore, requests approval of the recommended action. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects including: The Fixed Guideway Project, Santa Ana Regional Transportation Center Master Plan, Complete Streets and General Plan Circulation Element update). FISCAL IMPACT Lease income in the amount of $6,178 per month for a total lease income of $30,890 for Fiscal Year 2017-18 will be deposited into the SARTC Operations Rental - International Bus Lines, Inc. Revenue Account (Account No. 06717002-53821) and appropriated into the SARTC Contractual Services Expenditure Account (Account No. 06717650-62300). F ed Mousavipou Executive Director Public Works Agency FM/MLM/GPL APPROVED AS TO FUNDS AND ACCOUNTS: Ar � �- Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Site License Agreement - International Bus Lines, Inc. 2. Site Lease Agreement - International Bus Lines, Inc. r�- LICENSE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA AND INTERNATIONAL BUS LINES, INC. FOR USE OF THE SANTA ANA REGIONAL TRANSPORTATION CENTER FACILITIES This LICENSE AGREEMENT ("Agreement") by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City") and INTERNATIONAL BUS LINES,.INC., a California corporation ("Licensee"), is dated October 3, 2017 ("Effective Date"). Licensee and City are sometimes individually referred to as "Party" and collectively as "Parties." RECITALS A. On August 1, 2017, the City issued Request for Proposal No. 17-076, by which it sought operators to provide bus passenger services at the Santa Ana Regional Transportation Center Facilities, located at 1000 East Santa Ana Boulevard in the City of Santa Ana ("Facilities"). B. Licensee is a provider of bus transportation services in the state of California who submitted a responsive proposal that was selected by the City, Licensee represents and agrees that it is able and willing to provide the scope of services as described in RFP No. 17-076 and attached herein as Exhibit A. C. Licensee desires the use of and access to the Facilities for a bus stop for the purpose of drop off and pickup of its Invitees (defined below) who utilize Licensee's bus services ("Transit Services"). City desires to allow Licensee the use of and access to the Facilities for a bus stop for the purpose of drop off and pick up of its Invitees and allowing its Invitees to utilize the Transit Services. At all times, Licensee must meet the requirements presented in RFP 17-076 as appearing in Exhibit A. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter contained and for good and valuable consideration, the receipt of which is hereby aclarowledged, the Parties agree as follows: 1. TERMS AND GRANT OF LICENSE 1.1 Facilities Subject to License. City owns the real property commonly known as the Santa Ana Regional Transportation Center (SARTC). Subject to the terms and conditions of this Agreement, City hereby agrees to allow Licensee the non-exclusive use of and access to one (1) bus bay at the Facilities as a bus stop for the purpose of drop off and pick up of its Invitees (defined below). TILE BUS BAY SUBJECT TO THIS LICENSE IS BUS BAY 44 ("License Area"). The parties understand that the City may unilaterally reassign the License for Bus Bay #4 to another has bay in the future upon written notice by the City and that all terms and conditions of this license will likewise apply to any replacement bus bays. See Exhibit B for description of License Area. 1.2 Grant of License. Terms of License. City hereby grants to Licensee a non-exclusive license ("License"), during the term of this Agreement, for vehicular and pedestrian ingress to and egress from the Facilities and vehicular and pedestrian use of the Facilities for its regularly scheduled passenger service. Licensee shall offer patrons the ability to pay in cash or by credit card. THIS AGREEMENT IS INTENDED AND SHALL BE CONSTRUED ONLY AS A REVOCABLE LICENSE TO USE THE EXHIBIT 1 20B-5 LICENSE AREA AND NOT AS A LEASE OR GRANT OF ANY POSSESSORY OR OTHER INTEREST. 1.3 Restrictions on Use of Facilities. Licensee shall not use, and shall prohibit its Agents. (defined as follows) or Invitees (defined as follows) from using, the Facilities or License Area other than for the purposes specified herein. The term "Agents" shall mean Licensee' officers, directors, members, agents, employees, invitees, contractors, subcontractors, and any employees of such parties. The term "Invitees" shall mean Licensee's invitees, guests, customers or business visitors. 1.4 City Approval of International Bus Lines Inc 's Buses. International Bus Lines, Inc. shall provide the City with documentation listing, for each and every bus providing services at the SARTC: (1) registered owner; (2) VIN number, (3) license plate number; (4) USDOT number; (5) proof of authorization from the Federal Motor Carrier Safety Administration ("FMCSA" ),, (6) proof of insurance; and (7) a list of all licensed drivers who may operate the bus, Additionally, Licensee shall. ensure that use of the Bus Bay 44 shall be by clearly marked buses identifying the International Bus Lines, Inc, company name and USDOT number. Licensee agrees that it will provide the City with a list of buses that will use Bus Bay #4 as a precondition for use of the Bus Bays. Any additional buses must be approved by the City prior to beginning service. The use of any non -approved bus at the SARTC is a breach of this Agreement and will result in immediate termination thereof. 1.5_ Compensation. As consideration for its use of the Facilities, Licensee agrees to pay $3,000.00 per month for the term of this Agreement. License fees for any partial month shall be pro -rated. Payment shall be made payable to the City of Santa Ana, in advance for each month, no later than the 101 of the prior month, at the following address: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A late charge of ten percent (10%) shall be applied to any payment hereunder due but unpaid after the 10' of the month. The consideration for this License shall be subject to a CPI adjustment annually on the anniversary of the effective date during the term hereof The parties agree that no payment under this Section shall be due. until the completion of all tenant improvements made by Licensee to the Premises at SARTC that are the subject of the separate lease agreement between City and Licensee, as determined by City, provided that the first license payment shall be due no later than 120 days following City's approval of this License Agreement. 1.6 AS -IS Condition. City makes no representation or warranty of any kind as to the condition of the License Area or any other matter relating to Licensee's use of the License Area. Licensee hereby disclaims and waives any and all objections to the physical and other characteristics and conditions of the License Area. Licensee acknowledges and agrees that the use of the License Area will be on the basis of Licensee's own investigation of the condition of the License Area. The license to use the License Area shall be granted on an "AS -IS," "WITH ALL FAULTS" basis, without representation or warranty expressed or implied by City, or by operation of law. City expressly disclaims, which Licensee hereby acknowledges and accepts, any implied warranty of condition or fitness for a particular purpose or use. Licensee's use of the License Area shall be subject to the License Area being in a usable and safe condition at the time of Licensee's use and Licensee shall be solely responsible for determining whether the License Area is in such condition. In connection therewith, in the event that the License Area or access thereto is damaged or obstructed or the use by Licensee is otherwise impaired, prevented or limited, City shall have no obligation or duty to repair the damage or rectify the condition to make the License Area usable or safe, 1.7 Tenn and Revocation of License. The term of this License shall commence on October 3, 2017, and shall continue for one year. The term may be extended for up to four 1 -year periods by a writing executed by the City Manager and City Attorney. City may revoke this license at any time by providing written notice to Licensee. 2 PKI- 1.8 No assignment of License. The permission, rights and privileges granted hereunder are nonexclusive and nontransferable. Licensee shall not, either voluntarily or by action of law, assign or transfer this License or any obligation, right, title or interest assumed by Licensee herein without the prior written consent of the City. If Licensee attempts an assignment or transfer of this License or any obligation, right, title or interest herein, City may at its option, terminate the License pursuant to Section 1.10 below and shall thereupon be relieved from any and all obligations to Licensee or its assignee or transferee. 1.9 Agreement to Protect and Maintain Facilities. Licensee, on behalf of its Agents and Invitees, agrees to take all prudent action to protect the Facilities from any damage or injury caused by the exercise of this License. Licensee shall immediately notify City of any damage or injury to the Facilities caused by its use of the Facilities. 1.10 City's Right of Suspension Termination for Noncompliance. City reserves the right to suspend all activities or terminate this Agreement upon Licensee' non-compliance with any of the terms or conditions of this Agreement. Such suspension or termination shall be effective immediately. 1.11 Compliance with Laws; Re ug latory Approvals. Licensee shall, at its sole expense, conduct and cause to be conducted all activities on the Facilities in compliance with all laws, regulations, codes, ordinances and orders' of any governmental or other regulatory entity, and whether or not in the contemplation of the parties. 1.12 Indemnification. Licensee shall indemnify, defend, and hold harmless City, and its respective agents, officers, representatives, employees, subsidiaries and affiliates ("Covered Parties') from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Licensee's use of the License Area, the entry by any Licensee Party on the License Area or any portion of the Property or surrounding property or Facilities, or Licensee's breach or default in the performance of any of its obligations under this Agreement. If any action or proceeding is brought against any Covered Party by reason of any such claim, Licensee, upon receipt of written notice from Covered Party, shall defend the same at Licensee's sole expense with legal counsel reasonably acceptable to Covered Party. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnify shall not. be a condition precedent to the duty to defend. The provisions of this Section 1.12 shall survive the termination or expiration of this Agreement. 1.13 Insurance Re uirements. 1.13.1 Licensee shall maintain commercial general liability insurance which shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Licensee's use of the license area, 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 $2,000,000 per occurrence and $5,000,000 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. 1.13.2 Licensee shall maintain business automobile liability insurance, or equivalent form, with a combined single limit of not less than $5,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 20B-7 1.13.3 Pursuant to state law, Licensee is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of services under this Agreement, Licensee agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 1.14 Certificates of Insurance- Additional Insured Endorsements. Prior to execution of this Agreement, Licensee shall furnish to City certificates of insurance and, if applicable, additional insured endorsements to each of Licensee's insurance policies, evidencing the foregoing insurance coverages as required by this Agreement. These certificates shall: a. provide the name and policy number of each carrier and policy; b. shall state that the policy is currently in force; and C. shall promise to provide that suchpolicies will not be canceled, suspended, voided, reduced in coverage or in limits, or modified without thirty (30) days prior written notice of City; and Licensee shall maintain the foregoing insurance coverages in force throughout the term of this Agreement. City or its representatives shall at all times have the right to demand the original or a copy of all these policies of insurance, which Licensee shall provide within five (5) days of City's request. 2. MISCELLANEOUS TERMS 2.1 Notices. Demands and Communications between the Parties. 2.1.1 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 LICENSEE: International Bus Lines, Inc. 2088 West Hillcrest Dr., #13208 Newbury Park, CA 91320 Attention: Richard Gomez TO CIT : Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) Santa Ana, California 92701 Attention: Executive Director ON City of Santa Ana Clerk of Council 20 Civic Center Plaza Santa Ana, California 92701 2.1.2 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 UiAted States mail, dulyregistered 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 51 forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 2.2 Amendment. With the exception of a reassignment of the License Area as described in section 1.1, this Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties. 2.3 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. 2.4 Countemarts. This Agreement may be signed in counterparts, each of which shall constitute an original. 2.5 Time is of the Essence: ; For each provision of this Agreement which states a specific amount of time within which the requirements thereof are to be satisfied, time shall be deemed of the essence. 2.6 Governing Law. This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws principles. Any litigation or other legal proceedings which arise under or in connection with this Agreement shall be conducted in a federal or state court located within or for Orange County, California.- The Partiesconsent to the personal jurisdiction and venue in federal or state court located within.or for the County of Orange, California and hereby waive any defenses or objections thereto, including defenses based on the doctrine of forum non conveniens. 2.7 Litigation Expenses. If either party to this Agreement commences an action against the other party to this Agreement arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit.from the losing party. 2.8 References; Captions. Any term referencing time, days or period for performance shall be deemed calendar days and not work days, except as otherwise specified in this Agreement. All references to City include all officials, officers, employees, personnel, and agents of City, except as otherwise specified in this Agreement. All references to Licensee include its official's, officers, employees, personnel, agents, volunteers, contractors and subcontractors, except as otherwise specified in this Agreement. The captions of the various articles and paragraphs in this Agreement are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 2.9 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Either Parties' consent or approval of any act by the other Party requiring its consent or approval shall not be deemed to waive or. render unnecessary its consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 2.10 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the rl- • other Party. All warranties and promises to indemnify shall survive the termination, abandonment, or completion of this Agreement. 2,11 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 2.12 Binding Effect. The terms of this Agreement shall inure to the benefit of, and shall be binding upon, each of the Parties and their respective successors and assigns. 2.13 Authorized Representatives. The person or persons executing this Agreement on behalf Licensee and City warrants and represents that he/she has the authority to execute this Agreement on behalf of that Party and that he/she has the authority to bind that Party to the performance of its obligations hereunder. 2.14 Entire Agreement. This Agreement constitutes the entire and integrated agreement of Licensee and City with respect to the subject matter hereof and supersedes any and all prior and contemporaneous oral or written negotiations, representations or agreements. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: —tj� John Oink Assistant City Attorney RECOMMENDED FOR APPROVAL FRED MOUSAVIPOUR Executive Director Public Works Agency Cynthia Kurtz Interim City Manager INTERNATIONAL BUS LINES, INC. By: Title: Tax ID # 20B-10 EXHIBIT A SCOPE OF SERVICES BUS PASSENGER SERVICES AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER RFP NO.: 17-076 ' 1. Introduction and Description of Work The Santa Ana Regional Transportation Center.(SARTC), 1000 East Santa Ana Boulevard, was built in 1985. It is a Spanish colonial structure serving Amtrak and Metrolink, is a hub for the Orange County Transportation Authority bus system, and is also a terminal for interstate bus services, The SARTC also leases office space to the State of California Economic Development Department, County of Orange Social Service Agency, and the Santa Ana Work Center. The City of Santa Ana is searching for a bus passenger service provider to offer departures seven days a week while providing a positive overall experience by ensuring an excellent and professional service is provided to all patrons of SARTC. SARTC has the capacity for a total of ten (10) bus bays, of which five (5) are licensed to the Orange County Transportation Authority, two (2) are licensed to Greyhound Lines Inc., and two (2) are licensed to Tres Estrellas de Oro. This RFP is to enter into a license agreement for the one (1) remaining bus bay. Please note that ticket counter space is not part of this RFP. At the selected Proposer's request, the City will enter into negotiations for ticket counter office space at market lease rates. There is currently no ticket counter space readily available. However, up to 580 sq. ft. of ticket counter office space can be created from space currently occupied by Greyhound Lines Inc. The Proposer will be responsible for all tenant improvements and must obtain all necessary permits for construction. 2. Scope of Services (but not limited to): The City is interested in licensing one (1) bus bay for bus passenger service providers The responses should clearly describe the Scope of Services to be provided. Provided below in general terms are the expectations and deliverables. Proposers are encouraged to expand and elaborate in a manner that reflects its understanding of SARTC and demonstrates its expertise and ability to perform all elements of the proposed Scope of Services. Generally the Scope of Services includes, but is not limited to the following: • Licensee will provide best -in -class local/regional transportation services to SARTC patrons. • Licensee, at its expense, shall comply with all applicable federal, state, and local laws, ordinances, regulations, rules, and orders with respect to the use of any permitted areas. • Licensee shall maintain all vehicles in neat, clean, mechanically sound, and painted condition at all times. • Licensee shall adhere to a transit schedule and provide on-time pick-up and drop-off to SARTC patrons. • Licensee shall maintain all proper registration for its vehicles. 20B-11 • Licensee shall maintain all proper insurance for its vehicles. • Licensee must meet or exceed all governmental requirements regarding the inspection and maintenance of its vehicles and provide a monthly log upon request. • Licensee shall have a strong financial background with a multi-year successful operating history and the resources to pay any fees promptly and in full. • Licensee shall adhere to all rules and regulations regarding the flow ofbus/shuttle traffic at SARTC. • Licensee shall work with SARTC management to ensure all safety protocols are strictly adhered to. • Licensee shall work with SARTC management to manage ridership during peak and high volume hours. • Licensee shall employ best -in -class drivers with all proper credentials necessary to operate a bus/shuttle service. • Licensee shall employee the appropriate security protocols to operate for the public good within a facility of the scale and prominence of SARTC. • Licensee shall receive payment from patrons via cash and/or debit/credit card. • Selected Proposer must ensure their business name and DOT number is clearly identified on all buses accessing SARTC. Buses with a business name and DOT number different from the Proposer will not be allowed. • Provide, if any, information regarding online ticket purchase capabilities for patrons. • Licensee must notify the City as sooii as the Federal Motor Carrier Safety Administration classifies high alert statuses of any reason. 20B-12 EXHIBIT B Santa Ana Regional Transportation Center 20B-13 20B-14 LEASE AGREEMENT THIS LEASE (the "Lease') is made as of October 3, 2017, by and between The City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and law_ s of the State of California ("City" or "Landlord"), and INTERNATIONAL BUS LINES, INC.; a California Corporation ("Tenant"). 1. EXHIBITS: The following exhibits are attached hereto and incorporated herein by reference: Exhibit "A" The Premises Exhibit "B" Additional Lease Conditions 2. PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms; covenants and subject to the conditions set forth herein, a portion of the property located at 1000 East Santa Ana Boulevard in the City of Santa Ana, commonly known as the Santa Ana Regional Transportation Center (SARTC). Specifically, Tenant will be leasing the portion identified as Suite 105B, consisting of approximately 580 square feet of interior office space, for the purpose of selling tickets to patrons in order to utilize Tenant's bus passenger services (hereinafter referred to as the "PREMISES"). Tenant shall be solely responsible at its own expense for all improvements made to the Premises and obtain all necessary permits associated with the construction of a new ticket office. The Premises are more particularly described in Exhibit A. Pending architectural assessment, the Landlord reserves the right to reconfigure the lease space or relocate the Tenant within SARTC by providing Tenant with a 60 -day notice of such reconfiguration or relocation. 3. COMMENCEMENT OF TERM: The term of this Lease (the "Term") shall be for a period of one (1) year, which shall commence on October 3, 2017 (the "Commencement Date"), unless sooner terminated or extended as provided herein. Tenant acknowledges that a condition precedent to occupancy of the Premises is the following: International Bus Lines, Inc. shall provide the Landlord with documentation listing for each and every bus providing services at the SARTC: (1) registered owner; (2) VIN number; (3) license plate number; (4) USDOT number; (5) proof of authorization from the Federal Motor Carrier Safety Administration ("FMCSA"); (6) proof of insurance; and (7) a list of all licensed drivers who may operate the bus. Additionally, Tenant shall ensure that use of the Bus Bays made available to Tenant under separate License shall be by clearly marked buses identifying the International Bus Lines, hic. company name and USDOT number. Tenant agrees that it will provide the Landlord with a list of buses that will use Bus Bay #4 as a precondition for use of the Bus Bays. Any additional buses must be approved by the Landlord prior to beginning service. The use of any non - approved bus at the SARTC is a breach of this Agreement and will result in immediate termination of this Lease. q tr -1 ",,%A 4. ADDITIONAL LEASE CONDITIONS: Tenant acknowledges that this lease is subject to compliance with the additional lease conditions attached hereto as Exhibit B. These additional lease conditions are a material part of this lease agreement and any default of these conditions will be deemed a major breach and will subject this lease to immediate termination. 5. EXTENSION PERIODS: Landlord shall have the right, but not the obligation, to provide Tenant the option to extend the Term for four (4) separate consecutive additional periods of one (1) year each on the same terms and conditions as set forth in this Lease. Each option shall be agreed to in writing by the Landlord and Tenant prior to the expiration of the Term or any Extension Period then in effect. If Tenant does not exercise its option to extend as provided herein, Tenant will be deemed, a holdover Tenant and subject to paragraph 7 of this lease. 6. RENT: (a) Tenant shall pay to Landlord, as rent ("Rent"), throughout the Term, the monthly sum of Three Thousand One Hundred and Seventy Eight Dollars ($3,178.00) in advance, on the 1 st day of each calendar month and continuing through the life of the Term. However, payment for the first partial month shall be prorated at $105.95 per day. The Rent includes a charge for Common Area Operating Expenses in the amount of One Thousand Seven Hundred and Twenty Eight Dollars ($1,728.00) and shall be subject to a CPI adjustment annually on the anniversary of the Effective Date during the term hereof. All payments of Rent and other sums due to Landlord hereunder shall be made payable to "The City of Santa Ana" and remitted to: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A LATE CHARGE OF TEN PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT HEREUNDER DUE BUT UNPAID AFTER THE 10TH. Landlord and Tenant agree that no rent under this Section shall be due until the completion of all improvements made to the Premises by Tenant, as determined by Landlord, provided that the first rent payment shall be due no later than 120 days following City's approval of this Lease Agreement. (b) Landlord and Tenant hereby agree that Rent for any Extension Period, if the option for such is exercised, shall be subject to a CPI adjustment annually on the anniversary of the commencement date of the term hereof. 7. HOLDOVER: Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Tenant holds over, then the Rent shall be increased to 150% of the Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Landlord to any holding over by Tenant. Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month on all terns of this Lease, terminable by either party upon thirty (30) days prior written notice to the other. 8. COMMON AREA OPERATING EXPENSES: (a) "Common Area Operating Expenses" are defined, for purposes of this Lease, as all costs incurred by Landlord relating to the ownership and operation of SARTC, including, but 20B-16 not limited to, the operation, repair and maintenance, in neat, clean, good order and condition, and if necessary the replacement, of the following: The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, exterior walls of the buildings, building systems, and roof drainage systems and utilities. ii. Exterior signs and any tenant directories. iii. Any fire sprinkler systems. iv. All other areas and improvements that are within the exterior boundaries of SARTC but outside of the space occupied by a tenant. V. The cost of pest control services, property management, security services, the cost to repaint the exterior of any structures and the cost of any environmental inspections. vi. Reserves set aside for maintenance, repair and/or replacement of Common Area improvements and equipment. (b) Any Common Area Operating Expenses that are specifically attributable to a specific Unit/tenant in SARTC or to the operation, repair, and maintenance thereof, shall be allocated entirely to such Unit or tenant. However, any Common Area Operating Expenses and that are not specifically attributable to a Unit or tenant shall be equitably allocated by Landlord to all units/tenants in the SARTC. 9. LANDLORD'S TITLE: (a) Landlord hereby covenants, represents and warrants to Tenant that Landlord has fee simple title to the Premises and has the full right and lawful authority to make this Lease. Notwithstanding anything contained herein to the contrary, if there are any liens, security interests, restrictions, leases, encumbrances, encroachments, laws, ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or any other matters which in fact interfere with Tenant's use of the Premises, then Tenant may terminate this Lease without owing any liability to Landlord, Landlord covenants that so long as Tenant is not in monetary default hereunder, Tenant shall have quiet and peaceful possession and enjoyment of the Premises, all improvements located thereon and of all easements, rights and appurtenances thereunto belonging. 20B-17 10. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OF TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the tennination or expiration of this Lease in good condition excepting, however, ordinary wear and tear, damage by fire or any other casualty, or damage from any other cause unless such other cause is attributable to the negligence of Tenant. 11. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord. 12. TENANT'S REPAIRS, ALTERATIONS AND FIXTURES: Except for reasonable wear and tear, Tenant agrees at Tenant's expense to maintain in good repair the foundation, retaining walls and structural soundness of the Premises. Tenant agrees to keep the Premises in good repair, including the plumbing, electrical wiring, air-conditioning and heating equipment. Subject to Landlord approval, Tenant shall make and pay for any renovations, alterations and improvements to the Premises as Tenant deems desirable and Tenant agrees that all such alterations and improvements shall be made in a good and workmanlike manner and in such fashion as not to diminish the value of the building, and that no such alterations shall compromise the structural integrity of the Premises. All improvements, additions, alterations, and major repairs shall be in accordance with applicable laws and at Tenant's own expense. Tenant shall indemnify and defend Landlord for all liens, claims, or damages caused by remodeling, improvements, additions, alterations, and major repairs. It shall be Tenant's duty to keep the Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Premises at the request of Tenant. On surrendering possession of the Premises to Landlord at the expiration or sooner termiriation of this Lease or any Extension Period, Tenant shall not be required to restore the same to the condition existing at the commencement of the Term and Landlord agrees to accept the Premises with all alterations and improvements made by Tenant. Tenant expressly agrees that it shall be responsible for constructing a new ticket counter immediately adjacent to the premises currently leased from the City by Greyhound Bus Lines, The construction of this ticket counter shall be at Tenant's sole cost and shall include all necessary modifications to the premises currently leased by Greyhound, including without limitation a new or modified roll -up door. Tenant shall coordinate with Greyhound on all such improvements. Tenant may paint the interior of the Premises and may also paint, erect or authorize the installation of "temporary signs" in accordance with a signage plan that is pre - approved by the Landlord. Landlord shall not install or maintain, or permit anyone other than Tenant to install or maintain, any signs on any part of the Premises or within the air space above the Premises during the Term or any Extension Period of this Lease. 13. COMPLIANCE WITH LAWS: Tenant shall make and pay for nonstructural improvements and alterations to comply with all applicable laws, rules, regulations and ordinances of any and all applicable governmental entities (the "Governmental Laws") applying to the physical condition of the Premises and the building located thereon and arising from Tenant's conduct of business. 4 r1- 14. UTILITIES: Tenant agrees to pay for all utilities furnished to the Premises and which are consumed by Tenant, during the Term and any Extension Period, including all charges or assessments for telephone, water, sewer, gas, heat, electricity, garbage disposal, trash disposal, and -all other utilities and services of any land that may be used on the Premises. 15. ESTOPPEL CERTIFICATES: Landlord and Tenant shall, from time to time upon thirty (30) days' request by the other (but not to exceed more than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is unmodified and in full, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the dates to which the Rent have been paid, and that no default exists in the observance of this Lease and no event of default has occurred and is continuing, or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective premises described herein. 16. INDEMNITY: Tenant shall indemnify, defend, and hold harmless Landlord from and against any and all liability, loss, damage, expense, and costs (including attorney's fees) due to bodily injury, including death, to any person, or loss or damage (including loss of use) to any property, attributable to the negligence or misconduct of Tenant, its employees, representatives, or agents in connection with this Lease. 17. INSURANCE: Throughout the Term or any Extension Period, Tenant shall maintain insurance as described below: a. Commercial General Liability Insurance: Commercial general liability insurance for injury to person (including death) or damage to property occurring within the building arising out of the use and occupancy thereof by Tenant, its licensees, employees, invitees, agents and' customers. 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 $2,000,000 per occurrence and $5,000,000 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 $5,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Tenant, if Tenant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing 20B-19 the performance of the work under this Agreement, Tenant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Property Insurance. Tenant shall maintain not less than $1,000,000 Fire Legal liability on all real property being leased, including improvements and betterments owned by the Landlord, and shall name the Landlord as a loss payee. Tenant shall also provide fire insurance on all personal property contained within or on the leased premises. The policy must be written on an "all risks" basis, excluding earthquake and flood. The Tenant shall name the Landlord as additional insured. e. Interruption of Business Insurance. Tenant shall, at its sole cost and expense, maintain business interruption insurance by which the minimum monthly rent will be paid to Landlord for a period of up to (1) year if the premises are destroyed or rendered inaccessible by a risk insured against by a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements. f. The following requirements apply to the insurance to be provided by Tenant pursuant to this section: i. If the Tenant maintains broader coverage and/or higher limits than the minimums shown above, the Landlord shall be entitled to the broader coverage and/or higher limits maintained by the Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Landlord. ii. Tenant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. iii. Certificates of insurance shall be famished to the Landlord upon execution of this Agreement. iv. Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City, except for 10 days' notice for non-payment of premium. V. If Tenant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the Landlord with required proof that insurance has been procured and is in force and paid for, the Landlord shall have the right, at the Landlord's election, to forthwith terminate this Agreement. 18. DAMAGE BY CASUALTY: (a) If the Premises is damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent support or other casualty, Tenant shall (i) within (30) days begin repairs and (ii) restore the damaged or destroyed improvements to its condition just prior to the damage, within ninety (90) days, or Landlord may cancel and terminate this Lease. If this Lease is terminated as provided in this Section, Tenant shall be responsible for 180 days of rental payments and Tenant agrees to tum over to Landlord all applicable insurance 20B-20 proceeds received as compensation for damages to the Premises to the extent of actual cost of restoration. (b) If any such damage or destruction shall occur within the last six (6) months of the Term, or any Extension Period, affecting more than fifty percent (50%) of the replacement value of the improvements located on the Premises, Tenant may terminate this Lease without owing any liability to the Landlord by notice to the Landlord within thirty (30) days after the date of such damage or destruction, in which case Tenant agrees to turn over to Landlord all applicable insurance proceeds received as compensation for damages to the Premises to the extent of actual cost of restoration. If this Lease is terminated as provided in this Section, both parties shall be relieved of any further liabilities hereunder except for obligations accrued at the date of such damage or destruction, and any sums prepaid by Tenant shall be apportioned and appropriately refunded to Tenant. 19. EMINENT DOMAIN: (a) If (i) all or part of the Premises, the building located thereon, or (ii) so much of any rights in the Premises or the building located thereon shall be taken or appropriated under any right of eminent domain or under any other legal right whereby the taking authority is obligated to compensate Landlord therefor so that there does not remain premises suitable.in,the sole.opinion of Tenant for the operation of its business, then Tenant may terminate and cancel this Lease without owing any liability to Landlord as of the date on which the condemning authority takes physical possession upon giving to Landlord written notice of such election. Landlord agrees immediately within ten (10) days after any notice of intended or actual taking or appropriation to give Tenant written notice thereof, providing to Tenant full details of such taking or appropriation, including, without limitation copies of all condemnation plans or surveys submitted by the condemning authority, a statement of the nature of the project to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. TENANT ACI NOWLEDGES THAT LANDLORD'S EXERCISE OF ITS RIGHT TO TERMINATE THIS LEASE UNDER ANY OF THE PROVISIONS OF THIS LEASE SHALL NOT ENTITLE TENANT TO ANY RIGHTS OR CLAIMS FOR RELOCATION BENEFITS OR ANY OTHER CLAIMS RELATED TO CONDEMNATION OR INVERSE CONDEMNATION. (b) If this Lease shall be terminated and canceled as a result of any taking or appropriation, Tenant shall be released from any further liability and Rent and other sums for the last month of Tenant's occupancy shall be prorated and Landlord shall immediately refund to Tenant any sums paid in advance. (c) Tenant reserves unto itself the right to prosecute Tenant's claim for an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant's improvements and Tenant's fixtures and other personal property erected or installed on the Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Premises, including, but not limited to, goodwill, patronage, and the removal, relocation, and replacement costs and expenses caused by such appropriation or taking, and Tenant may file such claims as are permitted by law for the loss of its leasehold interest, business dislocation damages, moving expense, or other damages 20B-21 caused by such taking or appropriation. Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affected in any manner by this Lease. 20. LIENS: Tenant shall promptly remove and discharge, at its cost and expense, all mechanic's liens, or other liens, for labor performed or materials furnished with respect to the Premises by or for Tenant. 21, PARKING AREA: (a) All those portions of the SARTC which are not presently occupied by buildings and which are designated parking spaces shall be available for use by Tenant and Tenant's agents, employees, customers and invitees for parking and access to the public streets and highways (the "Parking Area"). Tenant acknowledges that the Landlord is in the process of evaluating a paid parking program and all tenants will be required to comply with the parking program, if approved. Tenant further acknowledges that Landlord has entered into an agreement with the Orange County Transportation Authority for the operations of the OC Streetcar at SARTC, which is anticipated to begin construction in 2018. Such operations may affect the number of parking spaces available at any one time„though it is not possible to determine the precise effect at the time of this Lease. 22. TENANT'S DEFAULT: (a) If Tenant shall default in payment of Rent, when due, Landlord shall forward written notice, pursuant to Section 22, of such default to Tenant, and the failure of Tenant to cure such default within three (3) days after the date of receipt of such notice shall, at the sole option of Landlord, cause the termination of this Lease. (b) If Tenant shall default in the performance of any other terms or provisions of this Lease, and if Landlord shall give to Tenant written notice, pursuant to Section 22, of such default, and if Tenant shall fail to cure such default within thirty (3 0) days after receipt of such notice, Landlord at its sole option, shall cause the termination of this Lease immediately. 23. HAZARDOUS SUBSTANCES: (a) As used herein, the term "Hazardous Substances” shall mean, without limitation, any substance that is biologically or chemically active or any hazardous, toxic, or dangerous waste, substance (including, but not limited to, lead-based paint, asbestos or petroleum derivative substances), or material defined as such in (or for purposes of) (i) any state, federal or local environmental laws, interpretive letters, regulations, decrees or ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (iii) the Resource. Conservation and Recovery Act, (iv) any of the state or local "Super Fund", "Super Lien" or "Cleanup Lien" laws or (v) any other federal, state or local statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any such substances or materials or any amendments or successor statutes with respect to any of the foregoing. (b) During the Term of this Lease, Tenant represents and warrants that no Hazardous Substances will be stored on the Premises and no Hazardous Substances will be discharged on the Premises by Tenant. Tenant agrees that such representations and warranties shall survive any termination of this Lease, and Tenant agrees to indemnify and hold harmless Landlord from any and all costs, expenses, claims and damages, including, but not limited to, attorneys' fees and 20B-22 costs of remediation, arising from Tenant's breach of any of the representations and warranties contained in this Section. 24. NOTICE: Any notice, tender, demand, delivery, or other communication pursuant to this Lease shall be in writing and shall be deemed to be properly given if delivered in person or mailed by fust 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 TENANT: TO CITY: International Bus Lines, Inc. Public Works Agency 2088 West Hillcrest Dr. #B208 City of Santa Ana Newbury Park, CA 91320 20 Civic Center Plaza (M-21) Attention: Richard Gomez Santa Ana, California 92701 Attention: Executive Director of Public Works Agency M M Clerk of Council City of Santa Ana :... 20 Civic Center Plaza (M29) Santa Ana, California 92701 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. 25. USE: For the purposes of this Lease, Tenant's intended use of the Premises is strictly for the purpose of selling tickets to Tenant's patrons in order to utilize the International Bus Lines, Inc. Transit Services. No other use of the Premises shall be permitted without written consent of Landlord. 26. GENERAL PROVISIONS: (a) This Lease (and the documents referred to herein) constitutes the entire agreement between the parties pertaining to the lease of Suite 105B contained herein and supersedes any and all prior and contemporaneous agreements, representations and understandings, oral or otherwise, between or among the parties with respect to the matters contained herein. (b) This Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legatees, distributes, legal representatives, successors and assigns. 20B-23 (c) This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each and every waiver of any covenant, representation, warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance. (d) If any legal action or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions hereof, the successful or prevailing party or parties shall be entitled to recover attorneys' fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. (e) This Lease shall be governed by the internal laws of the State of California without regard to and excluding its principles of conflicts of laws. . (f) The parties fiuther agree that upon request, they shall do such further acts and deeds, and shall execute, acknowledge, deliver and record such other documents and instruments, as may be reasonably necessary from time to time to evidence, confirm or carry out the intent and purposes of this Lease. (g) Unless the context in which used clearly requires another construction, throughout this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the neuter gender shall include the masculine or both, and the singular of terms shall include the plural and vice versa. The section headings are for convenience only and shall not affect the construction hereof. (h) If any one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof, which shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The parties intend that if any provision hereof is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. (i) Time is of the essence in the performance of each party's respective obligations. 0) This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the same instrument, and it shall not be necessary that any single counterpart bear the signatures of all parties. (k) Unless expressly stated to be exclusive, no remedy conferred herein shall be deemed to be exclusive of any other remedy conferred herein or any other remedy now or hereafter available at law or equity. All remedies conferred herein, and all remedies now or hereafter available at law or equity, shall be deemed to be cumulative and not alternative, and may be enforced concurrently or successively. 10 20B-24 (1) All provisions of this Lease shall be construed as covenants and agreements where used in each separate provision hereof and shall bind and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns, (m) All periods of time shall include Saturdays, Sundays and legal holidays; provided that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal holiday, then such act or notice shall be timely performed if given on the next succeeding business day. (n) Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month on all terms of this Lease, terminable by either party upon thirty (3 0) days prior written notice to the other. (o) Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord and Tenant, and no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. 27. LANDLORD'S REPRESENTATIONS: Landlord hereby covenants, warrants and represents to Tenant that: (a) Landlord has the sole right, legal power and authority to enter into this Lease. (b) All required actions have been taken and satisfied by Landlord to authorize the execution and performance of this Lease. No other proceedings or actions on the part of Landlord are necessary to authorize this Lease or to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Landlord enforceable against Landlord in accordance with its terms. (c) The individual(s) executing this Lease, on behalf of Landlord, has (or have) the full right, legal power and actual authority to bind Landlord to the terms and conditions hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council Cynthia Kurtz Interum City Manager -- signatures continue on following page -- 11 20B-25 APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: �- Johnohnk Assistant City Attorney RECOMMENDED FOR APPROVAL FRED MOUSAVIPOUR Executive Director Public Works Agency INTERNATIONAL BUS LINES, INC. By: Title: 12 20B-26 EXHIBIT A THE PREMISES SARTC — Suite 105B 13 20B-27 r ADDITIONAL LEASE CONDITIONS • Tenant will provide best in class local/regional transportation services to SARTC patrons + Tenant, at its expense, shall comply with all applicable federal, state and local laws, ordinances, regulations, rules and orders with respect to the use of any permitted areas. + Tenant shall maintain all vehicles in neat, clean, mechanically sound and painted condition at all times + Tenant shall adhere to a transit schedule and provide on-time pick -lip and drop off to SARTC patrons Tenant shall maintain all proper registration for their vehicles ;+ Tenant shall maintain all proper insurance for their vehicles + Tenant must meet or exceed all governmental requirements regarding the inspection and maintenance of their vehicles and provide monthly log + Tenant shall have a strong financial background with a multi-year successful operating history and the resources to pay any fees promptly and in full + Tenant shall adhere to all rules and regulations regarding the flow of bus/shuttle traffic at SARTC • Tenant shall work with SARTC management to ensure all safety protocols are strictly adhered to + Tenant shall work with SARTC management to manage ridership during peak and high volume hours + Tenant shall employ best in class drivers with all proper credentials necessary to operate a bus/shuttle • Tenant shall employee the appropriate security protocols to operate for the public good within a facility of the scale and prominence of SARTC + Tenant shall receive payment from patrons via cash and/or debit card/credit card • All buses accessing SARTC must be clearly identified with Tenant business name and DOT number • Provide, if any, information regarding online ticket purchase capabilities for patrons • Tenant must notify the City as soon as the FMCSA classifies high alert statuses of any reason 14 rl- REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED APPROVE AGREEMENT WITH WKE, INC., ❑ As Recommended FOR THE GRANT -FUNDED FAIRVIEW E] El a ElOOrrdinance on 1 Reading STREET BRIDGE (PROJECT NO. 15-6827) ❑ Ordinance on 2n4 Reading AND APPROPRIATION ADJUSTMENT TO ❑ Implementing Resolution AMEND FISCAL YEAR 2014/2015 CIP ❑ Set Public Hearing For (NON -GENERAL FUND) {STRATEGIC PLAN NO. 6, 1G1 CITf MANAGER RECOMMENDED ACTION CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with WKE, Inc., to provide design engineering consulting for the Fairview Street and Bridge Replacement project, for a three-year term beginning October 3, 2017, and expiring on October 2, 2020, with the option for one additional two (2) year renewal, for a total compensation not to exceed $1,566,569, which includes a ten (10) percent design contingency in the amount of $142,415, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Amend the Fiscal Year 2014/2015 Capital Improvement Program by approving an appropriation adjustment rescinding a portion of the National Highway Performance Program funding appropriation in the amount of $476,323.20 for the Fairview Street Bridge project. DISCUSSION Fairview Street is classified as a north -south Major Arterial per the City's General Plan Circulation Element and the County of Orange's Master Plan of Arterial Highway. Generally, this street has three vehicle lanes of travel in each direction. However, the Fairview Street Bridge over the Santa Ana River accommodates only two lanes in each direction and does not accommodate bicyclists or pedestrians. Therefore, City staff sought to secure grant funds to widen the bridge to three lanes in each direction and also provide bike lanes and pedestrian sidewalks. In 2015, the City had secured a National Highway Performance Program (NHPP) grant through the Federal Highway Bridge Program (HBP) to rehabilitate the bridge deck and perform incidental widening. That project had limited amenities for bicyclists and pedestrians, the raised median for vehicle safety would have been very narrow, and the design life of the bridge was not sufficiently long. Based on that grant scope and its required delivery timeline, the City proceeded with design. However, staff continued to work with Caltrans to secure what ultimately materialized 20C-1 Agreement with WKE, Inc., for Design of Fairview Street Bridge October 3, 2017 Page 2 into a Highway Bridge Rehabilitation & Replacement Program (HBRR) grant for a new bridge, including full amenities for bicyclists and pedestrians. Bridge improvements include the widening of Fairview Street between 9th Street and 16th Street, and widening the bridge from a 4 -lane roadway to a 6 -lane arterial. The scope of work also includes a raised median, curbs, bike lanes, sidewalks, and aesthetic enhancements consisting of decorative barrier rails, and roadway lighting. Completion of these improvements will result in adequate vehicular capacity within the City's northern limits (Exhibit 1). The new HBRR grant was approved in May 2017. Subsequently, Caltrans closed out the prior NHPP grant, and the work and expenditures made to -date were credited by the prior grant without impact on the new grant. HBRR grant funds in the amount of $1,604,805 have been recognized in the approved FY 2017-18 Capital Improvement Program and are fully available for the new bridge replacement project. On June 29, 2017, the Public Works Agency released a Request for Proposals (RFP) to qualified firms to provide engineering design services for the Fairview Bridge Replacement and Improvement Project. The RFP was also posted on the City website. Three proposals were received and evaluated by a review committee from the Public Works Agency. Each proposal was rated according to the proposer's qualifications, experience, capacity to perform the required work, and pricing data. The following is a summary of the firms and their respective scores: NAME OF FIRM RANKING WKE, Inc. 93 TY -LIN International 88 CNS Engineers, Inc. 77 Based on the ranking and fee analysis, staff recommends that WKE, Inc., be retained to perform the required design engineering services. The agreement (Exhibit 2) includes a detailed scope of work and a schedule of rates and fees for a proposed fee of $1,424,154. In addition, staff requests authorization of a ten (10) percent design services contingency in the amount of $142,415, which results in the total not -to -exceed contract amount of $1,566,569. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. 20Ci-2 Agreement with WKE, Inc. October 3, 2017 Page 3 FISCAL IMPACT for Design of Fairview Street Bridge The appropriation adjustment rescinds a portion of the Fiscal Year 2014-15 appropriation of NHPP funding for the Fairview Street Bridge project by decreasing the allocation of $476,323.20 in the Select Street Construction revenue account (No. 05917002-52001) and in the corresponding Select Street Construction expenditure account (No. 05917660-66220). Funds are budgeted and available in the Select Street Construction Fund (Account Nos. 05917660-66220, and 05917663-66220, Project 15-6827) and New Transportation System Improvement Area F Fund (Account No. 03517660-66220, Project 15-6827). Any unspent and encumbered balance will be carried forward into subsequent fiscal years as needed to fulfill the agreement. Funds are estimated to be spent as follows: Contract Period Fiscal Year Account 05917660 66220 Account 05917663 66220 Account 03517660 66220 Account 03217663 66220 Amount 2017-18 $619,710 $50,000 $7,350 $22,940 $700,000 2018-19 $708,240 $0 $15,470 $76,290 $800,000 2019-20 $58,933 $0 $0 $7,636 $66,569 Subtotal By Account $1,386,883 1 $50,000 1 $22,820 $106,8661 $1,566,569 Fre Mousavipour Exe utive Director Public Works Agency FM/EWG/ML Exhibits: 1. Location Map 2. Agreement APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 20C-3 20C-4 J I - 17TH ST ® -PROJECT LIMIT 1 r EXHIBIT 1 (NTS) SANTA ANA TFLE' ^ Cm COUNCIL CONTRACT AWARD FOR AGREEMENT PWA �r 2OF GRANT FUNDED FAIRVIEW STREET BRIDGE . OCT. 3017ENGINEERING PUBLIC BONGS AGENCY (PROJECT NO.: 15-6827) - 20C-5 20C-6 AGREEMENT TO PROVIDE ENGINEERING DESIGN SERVICES FOR FAIRVIEW STREET WIDENING AND BRIDGE REPLACEMENT THIS AGREEMENT is made and entered into this 3rd day of October, 2017 by and between WKE, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On June 29, 2017, the City issued Request for Proposal No, 17-074, by which it sought consultants to provide engineering design services for the Fairview Street Widening and Bridge Replacement from 9`h Street to 16`h Street. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services as described in the scope of work that was included in RFP No. 17-074 and attached as Exhibit A to this Agreement. 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 the services that are described in Exhibit A. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed.$1,566,569. This amount is comprised of (1) the base sum of $1,424,154 and (2) a 10% contingency of $142,415 for services to be performed at the sole discretion of the City. 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. City shall retain ten percent (10%) of the invoice amount from each payment until the completed work has been accepted by City. EXHIBIT 2 Page 1 of 8 20C-.7 3. TERM This Agreement shall commence on the date first written above and continue for tl►ree 3 ey ar-s,_unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to one additional two 2 ear period upon a writing executed by the City Manager and the City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the Performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant 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 CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent consultant 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. 6. OWNERSHIP OF NUTERIALS 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 subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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. Page 2 of 8 200-8 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, 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. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, 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: 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. iv. Consultant shall supply City with a folly 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 famish 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 Page 3 of 8 20C-9 election, to forthwith terminate this Agreement. Such terrdnation 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. 8. INDEMNIFICATION Consultant agrees to defend, 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, its subconsultants, agents, employees, or other persons acting on its 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. 9. 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. 10. 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. Page 4 of 8 20C-10 II. 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. 12. 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. Conflict may be further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 14. 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 ofthis 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 is not embodied herein. Page 5 of 8 20C-11 15. 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. 16. 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(s) 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. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 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 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 Page 6 of 8 20C-12 exemptions. Said inability shall be cause for termination of this Agreement. 20. 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. 21. 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: 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- 647-5635 To Consultant: WKE, Inc. 400 North Tustin Ave, Suite 275 Santa Ana, CA 92705 Attn: Dan Weddell Fax: 714-953-5408 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, Page 7 of 8 20C-13 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. 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 1) 117 By: John F ilc Assistant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency CITY OF SANTA ANA Cynthia Kurtz Interim City Manager CONSULTANT: Name: Title: 20C-14 Page 8 of 8 I . :IIC II_1 SCOPE OF SERVICES 20C-15 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR FAIRVIEW STREET DESIGN SERVICES FROM 9TH ST. TO 16TH ST. INCLUDING BRIDGE REPLACEMENT RFP NO. 17-074 GENERAL INTRODUCTION The City of Santa Ana is soliciting proposals from qualified firms to provide the following services, as necessary but not limited to: • Project Coordination • Record Research • Topographic Survey • Water Quality Requirements • Environmental Clearance Documents and Reports; Permit Compliance • Hydrology/Hydraulic Analyses and Modeling • Gootecluiical studies/reports/boring • Prepare Highway Bridge Program (HMP) E-76 Application for Construction • Street and Bridge Design • Traffic Signage and Striping • Landscaping and Irrigation • Final Plans, Specifications, and Estimates (PS&E) • Bid and Construction Support INTRODUCTION / PROTECT DESCRIPTION The City of Santa Ana (City) desires to enter into an Agreement with a qualified professional engineering consulting firm for the preparation of environmental documents design of street widening, bridge replacement, and environmental documents and regulatory permits for Fairview Street Bridge crossing over Santa Ana River. This contract will also include providing limited field observation and construction support. Within the City, Fairview Street is classified as a north -south Major Arterial per the City's General Plan Circulation Element (GPCE) and the County of Orange's Master Plan of Arterial Flighway WAR). The City is proposing to widen Fairview Street between 9th Street and 16Th Street from a four -lane roadway to a 6 -lane arterial to provide adequate vehicular capacity within the City's northern limits. A segment of the project limit includes a bridge replacement. The Fairview Bridge is funded through the HBP for bridge replacement. Currently, Fairview Bridge is striped with two lanes in each direction with no curb or sidewalk. Therefore, bridge replacement is necessary to accommodate 3 lanes in each direction and to provide a complete bridge deck with barrier rail, sidewalk, raised median, and lighting for a total bridge width of 100' wide. See Attachment 5 for Bridge inspection report, Major Stricture Data, and Project alignment limit. City of Santa Ana RFP 17-074 Page Al -1 20C-16 CONSULTANT SERVICES A. PROJECT COORDINATION. The Consultant shall be fully responsible for the overall management and coordination for the project, which may include, but is not limited to project development team meetings, liaison with affected agencies, and utility companies. Prepare progress report and schedule, securing permits for all field studies and any other required permits from other agencies. B. RECORDS RESEARCH. Research all information pertinent to the project including, but not limited to existing field condition, as -built plans and record drawings, right-of-way data and all future improvement plans adjacent to or affecting the project site. The selected Consultant shall identify all existing and proposed facilities within the projects limits and potential conflicts. C. SURVEY. On -the -ground field topographical survey work is required for the Consultant to identify existing facilities (median islands, curb & gutter, sidewalk, right of way, water, sewer, parkway facilities, BC and EC of all curb returns, decorative lamps and streetlight poles, undergrormd facilities, all utility manholes and pull boxes, points of connection for electrical and water sources, etc. The topographical survey shall also provide centerline cross sections at 100 -foot intervals as.well as adjoining streets, grade breaks, survey monuments, vertical control (half -foot contour intervals) and joint elevations at the existing and proposed right of way lines, and at the westerly and easterly end of the project. D. WATER QUALITY. The Consultant shall coordinate with the City for the Low Impact Development (LID) requirements on the project and to prepare a Water Quality Management Plan (WQMP) for the project. The selection of Best Management Practices (BMPs) will always be subject to site specific conditions and the Consultant will be required to perform the research into the site specific conditions (e.g. prior contamination, depth to groundwater, soil conditions, interfering utilities, etc.) that could preclude infiltration. The Consultant shall also perform the required soils and/or infiltration testing per the Technical Guidance Documents, as necessary to design the infiltration system assuming it is the selected LID approach. Please find information and links to relevant documents and regulations at the following site: http•//ocwatersheds.com/documents/wgmn. E. ENVIRONMENTAL. The Consultant shall be responsible for preparing the necessary environmental documents to comply with California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA). Additionally, other permit compliance shall include, but not limited to Army Corps of Engineers 404 permit application, California Department of Fish and Wildlife (CDFG) 1601 application, NPDES permit, and Regional Board Section 401 certification. City of Santa Ana RFP 17-074 Page Al -2 20C-17 F. PLANS, SPECIFICATIONS, AND ESTLVIATES (PS&E) 1. Development of Detail Plans, Specifications and Estimate (PS&E): a) Design of the bridge shall include a process for architectural treatments that will include developing some form of aesthetic development procedure for the barrier railings and lights. b) Constructability issues of the work shall be evaluated and addressed. Some issues to address may include access to the site for heavy equipment, construction phasing and sequential demolition of bridge railing (no work shall be performed within the river bottom during the rainy season), vehicular and bicycle traffic detouring issues or concerns, potential impacts false -work may have on the Santa Ana River in storm flows during construction, and protective measurement to prevent any day/night camping under the bridge. c) All reports, plans, specifications and quantity calculations shall conform to criteria, policies, procedures and standards of Caltrans and the City, and shall be made available to the City at stages specified in the milestone schedule and upon request. Consultant shall submit backup calculations for the project quantities. d) The bridge plans shall include at a minimum a general plan, structure demolition plans, and bridge details plans and sections. The plans shall also include utility relocation plans, barrier rails with architectural details, electrical lighting, landscaping/irrigation, and civil design, including sidewalk, approach, and County of Orange access roadway/bike trail where necessary, e) The street widening plans shall include a minimum of a general street improvement plan layout, profile, disposition, landscaping and irrigation, typical section, and construction details. The plans shall show existing utilities and shall include at a minimum traffic signing, striping and pavement marling for the entire project limit. f) Each plan sheet shall bear the State of California Registered Professional Engineer registration seal within signatures, license number and registration certificate expiration date of the Engineer who is in responsible charge for developing the plan. Each plan sheet shall be signed by the engineer who performed the independent plan check. g) The calculations for both the design and the independent design check shall be submitted as part of the PS&E submittal requirements. The respective calculations shall bear the State of California Registered Professional Engineer registration seal with the signature, license number and registration certificate expiration date of the design engineer and independent check engineer. h) Consultant shall prepare complete contract specifications based on City of Santa Ana Special Provision, and the Standard Specifications for Public Works Construction (Greenbook), Structure construction shall follow the Caltrans Standard Specification. Consultant shall use the latest Caltrans Standard Specification. City of Santa Ana RFP 17-074 Page Al -3 20C-18 i) A list of contract pay items with the descriptions, item codes and estimated quantities shall be included in the front of the special provisions. j) The Consultant shall prepare quantity calculations for items that are applicable to this project, and prepare cost estimates. k) Quantities for all contract pay items shall be substantiated by calculations. Quantity calculations shall be neat and orderly and shall show all sketches, diagrams, and dimensions necessary to allow theta to be independently used by field inspectors during construction. All quantity calculations shall be independently checked and substantiated with independent calculations. 1) Electronic files for all CADD, reports, and calculations shall be submitted at the end of the contract or when requested by the City. m) All electronic software developed, databases generated, spreadsheets and intellectual properties developed during the life of the Agreement shall become the properties of the City. 2. Utility Coordination a) Prepare utility conflict plans and notices/questionnaires to be sent to utility companies, and coordinate to resolve the conflict. b) Pothole information, where required, shall be coordinated by the Consultant. 3. Construction plans: a) 60% PS&E (Unchecked Details) 1) Unchecked plan details shall consist of 60% design and detailed plans ready for the independent design check. 2) Three sets (3) full size (24"06") of design plans. The following submittals may be submitted electronically: draft SSP, preliminary quantities and estimates, pay item list, design calculations, and draft Foundation Reports. b) 90% PS&E (Checked Details) 1) The Consultant shall submit the following documents for review and approval: Three sets (3) full size (24"x36") signed and sealed prints of checked design Electronic copies of Special Provisions One (1) copy of edited Structure Special Provisions on a computer disk Electronic copies of cost estimate and check quantity calculations Electronic copies of design calculations Electronic copies of design check calculations Electronic copies of final Foundation Report Other reports as needed by the City of Santa Ana City of Santa Ana RFP 17-074 Page A1-4 20C-19 2) Independent Structural Check, Bridge: Prepare and furnish to CITY two copies of the independent check performed for the bridge using standard three ring binders. All bridge independent calculations shall be chocked/confirmed, signed, and stamped by a Registered Civil Engineer(s) and/or Registered Structural Engineer(s) who is duly licensed by the State of California and not involved with the original design. The independent checker shall reanalyze the structure and complete the following: a) Review relevant background and supporting information; b) Verify member capacities; c) Review plans for completeness and consistency with the design; d) Resolve design issues with the designer - final design will reflect Agreement between the designer and checker; e) Check the corrected platys for conformance with prior comments; f) Review the PROJECT special provisions to ensure all bridge items, and associated items of work are adequately addressed, and g) Prepare independent Quantity calculations. c) 100% PS&E 1) The Consultant shall submit the following documents for review and approval: Four sets (4) full size (24"x36") signed and sealed prints of checked design Electronic copies of Special Provisions One (1) copy of edited Structure Special Provisions on a computer disk Electronic copies of cost estimate and check quantity calculations Electronic copies of design calculations Electronic copies of design check calculations Electronic copies of final Foundation Report Other reports as needed by the City of Santa Ana 2) The City will review and comment on the PS&E package as soon as possible. The turnaround goal is within four (4) weeks of receipt of the complete PS&E package. One (1) copy of those documents with comments will be returned to the Consultant. d) Final PS&E The Consultant shall submit the following documents for review and approval: Electronic sets of signed final design plans Electronic copies of signed final specifications Electronic copies of final cost estimate and final quantity calculations Electronic copies of final design calculations Electronic copies of final design check calculations Electronic files in its original format and in PDF of all plans, specifications, and estimates City of Santa Ana RFP 17-074 Page Al -5 20C-20 4. Construction Bidding Phase: Bidding procedures will be the'responsibility of the City. While the PS&E construction package is being advertised for bids, all questions concerning the intent shall be referred to the City for resolution. In the event that any items requiring interpretation in the drawings or specifications are discovered during the bidding period, said items shall be analyzed by the Consultant for decision by the City, or by a covering change order after the award of the construction contract. 5. Construction Support Phase: a) All construction support work shall be coordinated with the City. b) Consultant shall furnish, at the consultant's sole cost and expense, all necessary drawings for corrections and change orders required by errors and omissions of the Consultant. The original tracing(s) of the drawings and contract wording for the change orders shall be submitted to the city for duplication and distribution. c) Consultant will receive written notification of the award of a construction contract. Upon such notification, Consultant will proceed with the services required by the Agreement. d) Consultant is required to attend the pre -construction meeting with the successful construction contractor upon notification by the City. e) Consultant shall review and approve all submittals and shop plan drawings required supporting the construction contract. Consultant shall complete shop drawings reviews within two (2) weeks of receipt. Contract Change Order reviews shall be completed within two (2) working days of receipt. f) Consultant shall be available as requested by the City to resolve discrepancies in the contract documents. Consultant shall bring to the attention of the City any defects or deficiencies in the work by the constriction contractor which the Consultant may observe. Consultant shall have no authority to issue instruction on behalf of the City, or to deputize another to do so. g) The Consultant shall prepare and deliver to the City the final as -built plans incorporating field marked prints supplied by the City. Upon completion of construction, the City will submit field -marked prints to Consultant. Consultant shall incorporate all changes to the plans electronically with all necessary revision notations and submit to the City. G. REPORTS. The Consultant shall prepare hydrology, hydraulic, and geotechnical studies/report/analysis/models as necessary for the bridge replacement. H. MISCELLANEOUS. HBP E-76 APPLICATION. The Consultant shall prepare e-76 application for construction authorization approximately 6 -months prior to project advertisement. City of Santa Ana RFP 17-074 Page Al -6 20C-21 GENERAL REQUIREMENTS A. All work shall be performed in conformance with the State of California policies, procedures and standards. B. The Consultant has total responsibility for the accuracy and completeness of the plans and related designs, specifications and estimates prepared and shall check all such materials accordingly. The plans will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the city do NOT include detailed review or checking of design or the accuracy with which such designs are depicted on the plans. The responsibility for accuracy and completeness of such items remains solely that of Consultant, C. Consultant or its subconsultants shall not incorporate in the design any materials or equipment of single or sole source orighi without written approval of the City. D. The plans, specifications, estimates, calculations, and other documents famished under the Agreement shall be of a quality acceptable to the City and State, The criteria for acceptance shall be a product of neat appearance, well organized, technically and grammatically correct, checked, dated, and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that of similar types produced by the State and set forth in related Caltrans manuals. The Consultant shall modify its work as necessary to meet the level of acceptability defined by the criteria above. E. The Consultant shall have a quality control plan in effect during the entire time work is being performed under the Agreement. The Quality control plan shall establish a process whereby plans are independently checked, corrected and back checked, and all job related correspondence and memoranda dated and received by affected persons and then bound in appropriate job files. F. Manuals/Standards Where applicable, engineering design of all PROJECT improvements shall be compatible and in accordance with the following: (1) Caltrans Bridge Design Manual (2) Caltrans Highway Design Manual (3) Caltrans Standard Plans (4) Caltrans Standard Specifications (5) Standard Special Provisions for Public Works Construction (6) City of Santa Ana Standard Plans It will be the responsibility of the Consultant to verify that it has received the latest version or update of these documents. G. Bridge improvement plans shall be prepared in accordance with Caltrans recommended practice for detailing and this scope of work. Caltrans Standard plans shall be utilized where applicable and may be called out on the plans as reference. Sheet improvement plans shall adhere to City of Santa Ana Standard Plans and the Standard Special Provisions for Public Works Construction. Plans shall be computer drafted on Microstation and shall adhere to the current City of Santa Ana Public Works Agency Interagency CAD standards. City of Santa Ana RFP 17-074 Page Al -7 20C-22 H. The Consultant's work will be subject to inspections by representatives of the City, County, State and FHWA. I. Project progress 1. Meetings - Progress Review Meetings shall be held at intervals deemed appropriate by the City (monthly). At or before each of these meetings, the Consultant shall furnish two (2) copies of all completed or partially completed, plans, specifications and estimates which have been developed or altered since the last Progress Review Meeting. 2. Progress Reporting - Progress Reports shall be submitted at monthly intervals, indicating progress achieved during the reporting period in relation to the progress scheduled. The Consultant shall provide the City with two (2) copies of the Progress Report at least four (4) working days before the Monthly Progress Meeting. 3. Project Schedule -The Consultant shall prepare the project schedule in Microsoft Project format utilizing the Caltrans Work Breakdown Structure (WBS). The project schedule shall be updated on a regular basis and distributed at the meetings. The project schedule should break the tasks and subtasks into WBS Level 7 details. PAYMENT AND INVOICING: Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. CONSULTANT RESPONSIBILITIES: Consultant Audit and Review Process: Prior to awarding the contract, the selected Consultant shall be subject to an audit or review by Caltrans' Audits and Investigations (A&I), other state audit organizations, or the federal government. The selected Consultant shall complete Exhibit 10 -IC — Consultant Certification Contract Costs and Financial, in the Appendix of this RFP as Attachment 4. City of Santa Ana RFP 17-074 Page AI -8 20C-23 COMPENSATION Fee Proposal including hourly rates if applicable 20C-24 20C-25 20C-21 20C-28 .• m.�M? 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R~ifj 20C-29 20C-30 20C-31 4�1ffk e4N� g mw .: t x "•�ooe e o o �, y $• 0 yyyy 3 �• e 1 Y o e8 L 8 S 0 So'SS SSS888 888x., 20C-31 20C-32 k $ S a f 8 i$a 3$°oa�x3 A`� R �^a a 9Sa°vt a°8p gy3 � 6 3 Q•�3a B�aix" fi�d� �� � 3'. 0 y'�,G9 .��� _� �t C t+.g[ o S S C ,Wi.MIIs �e � kgs m s 1 m Nj���YOO o�• $J��; N�OOoOOO '.000000 00 � 1�O�om ��, N Nor Y p YJ� ffiYo�YJGO b�.� 8i, � oBGS 8 00ffi o8 -YiO x&e $ o. 88��0000 SB%�ffiiS,' 008», oao8$$So,�:88$00o S$ S�'88S8S8vS�i . 20C-32 20C-33 ti . . .. .. . . . .m I yD A t. p SOMp E a v 20C-33 NN WUNmv�e u N N N N � Y.PP.uwY �m. f+ u Y aY. y ° a a a tt ar ^R 6 n _ ^t a �- $. r� o w�S r Y 00 00' gyao o'., 98,80.9.88 MME 20C-34 20C-35 N_ Z F m yDm 6Oa 2A=dm D.m. amu mm m d m A a 3 3 III El 11111111111111 Ml- 4A 20C-35 N_ Z F m yDm 6Oa 2A=dm D.m. amu mm m d m A a 3 3 20C-36 u 2 F m b u L A P W A P W b N � e w a u b�� N i.� T�•:, Y m N a u 9 ��Lff Pe5 v dd sPa 3 C i.-6�ami b � 3 �� = eft a 3�a�� g3e o d v a z 3m o R a v a. ■:r W P: C ------------ `{ O yyyg y` O.O a '$.0 w P 8888$8 888 0:8Mss 880 08880 080 88; 88m 888p' 20C-36 u 2 F 20C-37 m 2 E +d t: x!44 11 IN MIMI 11111111111- I I I I i 11 20C-37 m 2 E 20C-39 $a �. [Owl q r gg:RR i ^gRM r n o Y. iC M } O�OOO 000 $,O y � ppa N N. SSO WiSSSo..5 oSSS;SS oo So Spy 5 20C-39 20C-40 a 2 F x x� WWWWF..P � WWy' �x A p gg Y 4Es g v 8 i� ds yT x a g= I F c t 9'. $ o k fi p■ - 00 o�'g d 8'18 S888A-.8� 88$�S a 8$ 8J- SSSB$�88��888 So 8888858 .+ 20C-40 a 2 F 20C-41 20C-42 C A 3 n EXHIBIT C CERTIFICATIONS C-1 through C-3 20C-43 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS 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 Noncollusion 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 State of California County of Oran ¢, Subscribed and worn to or affirmed) before me on this �� day of -'v% 20 7, by /✓ls9 �Ilka 1 proved to me on the basis of satisfactory evidence to be the person s) tvho appeared before me. Notary Public Signature wiam�m .• .-.. OfFICIALSEAI LW NOTARY PUBLIGCALIFORNIA COMM. N0.2051018 MY CUN OMMA. E%P DEC. 6 2017 Notary Public Seal City of Santa Ana RFP Page A3-1 20C-44 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief; that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any 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 making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence 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 offact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 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. moi, I h L• Signed andPrintedName: _ Title v I Le Vre-�lAwl� Date City of Santa Ana RFP Page A3-2 20C-45 Appendix ATTACHMENT 3-3: NON-DISCREYHNATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 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 punish 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 City of Santa Ana RFP Page A3-3 20C-46 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant 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. 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 consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: 71::).ti. L�) Title: Vy Pre SI d Wt Firm: Wi 1h Date: 27i WI -I City of Santa Ana RFP Page A3-4 20C-47 20C-48 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: APPROVE A CONTRACT AMENDMENT WITH KLUG AUTOMATION FOR HVAC RELATED ELECTRONIC SYSTEM COMPONENT (SPEC. NO. 17-104) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2otl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Amend the contract with Klug Automation by $25,000 for an increased contract amount not to exceed $50,000 for HVAC related electronic system components, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Building Maintenance Division utilizes Johnson Control International (JCI) electronic components to control the HVAC systems at the Police Department administration and jail facilities. Klug Automation is authorized by JCI to provide technical programming services, replacement parts, and installation services for HVAC associated safety-related infrastructure electronic controls. The Police Department has an existing contract with Klug Automation for up to $25,000. The SAPD Building Maintenance Division has exhausted the remaining funds available in this contract in replacing the Johnson Control Metasys-Integrator (MIG) control panel for the Police Department administration building, which electronically engages the HVAC exhaust system in the event of a fire in that building. In the event of a fire, the MIG will direct the HVAC system to exhaust hot air and smoke from the affected area. The same MIG control panel in the Police Department Jail Facility has now failed, and so as to ensure the continued safety of the building's occupants, also requires immediate replacement. This contract amendment will increase the contract amount to $50,000 so as to facilitate Klug Automation replacing the failed control panel in the SAPD Jail Facility. Klug Automation has provided services to the Santa Ana Police Department facilities since 2011, and has been a knowledgeable and reliable services provider. STRATEGIC PLAN ALIGNMENT Approval of this item supports City efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective 2 (address deferred maintenance on City buildings and equipment), Strategy A (prepare a Deferred Maintenance Plan that assesses safety, adequacy, and liability 22A-1 Contract Amendment for HVAC Related Electronic System Component October 3, 2017 Page 2 implications, and estimates repair costs to be programmed in the responsible agency's future budget). FISCAL IMPACT Funds are available in FY 2017-18 Police Department Building & Facility account (01114403- 62300). bavW a entin Acting Chief of Police Santa Ana Police Department, RC/ja/ds/sp APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez WL Executive Director Finance and Management Services Agency 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: AWARD BLANKET PURCHASE ORDER CONTRACT TO 3 STARS SITE SERVICES, LLC FOR PORTABLE RESTROOM AND HAND WASH STATION RENTALS (SPEC. NO. 17-095) (ST GIC PLAN NO. 5, 4) e CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award a blanket purchase order contract to 3 Stars Site Services, LLC for portable restroom and hand wash station rentals for a two-year period expiring September 30, 2019, with provisions for a one-year renewal in an annual amount of $27,000 plus a contingency of $3,000 for a total amount not to exceed $30,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City establishes annual blanket order contracts with vendors that provide services and materials required by City departments and agencies on a recurring basis. The City currently provides portable restrooms at various sites. Approval of this contract will allow the City to provide two ADA accessible restrooms and a hand wash station in the Civic Center area. The restrooms will be serviced daily and the hand wash station three times a week. This action will accommodate the immediate sanitary need in the Civic Center. The goal is to transition those experiencing homelessness to shelters and/or permanent housing which will better serve their needs. Funding for this initiative is funded in collaboration with the County of Orange through the Civic Center Joint Powers Authority. The notice inviting bids was advertised on August 21 2017, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 156 Vendors were notified 6 Vendors downloaded the bid packet 3 Bids received 1 Bid received from Santa Ana vendor Three bids were received and opened on September 5„2017 and evaluated. The results are as follows: 2213-1 Contract Award for Portable Restroom and Hand Wash Station Rentals October 3, 2017 Page 2 Vendor United Site Services of California, Inc. 3 Stars Site Services, LLC A -Throne Co. Inc. Location Amount EI Monte $48,776.00 Santa Ana $26,988.00 Long Beach $32,493.76 The bid received from 3 Stars Site Services, LLC, a Santa Ana vendor, is responsive to the specifications and meets the City's requirements. To allow for unanticipated services, a contingency amount of $3,000 has been added to the award amount. The initial term of the agreement is for two years, with a 30 days cancellation clause option for the City. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT Funds are available in FY 2017-18 as follows (Fund 74 is the Civic Center Regular Maintenance account that is funded by the County of Orange and the City of Santa Ana): Accounting unit r T LU 11- I O t Vul. Lu 1 1 - Ju110 - -1 Recreation & Community Services account (01113230-62300) $ 3,000 Park Maintenance account (01113250-62320) $ 5,000 Civic Center Regular Maintenance account (07413250-62320) $12,250 Total 'PLL,uuu If needed, subsequent funding for the second year of the contract and the one-year renewal period will be budgeted and made available in FY 2018-19 to FY 2020-21 as follows: ACcounting unit rY Lino-iti to r /U [U -/U Wu1V CU 19—UU1IV cVcv Recreation & Community Services account (01113230-62300) $ 4,000 Park Maintenance account (01113250-62320) $ 7,000 Civic Center Regular Maintenance account (07413250-62320) $16,000 Contingency (other City agencies) $ 3,000 Total $30.000 Recreation & Community Services account (01113230-62300) $ 1,000 Park Maintenance account (01113250-62320) $ 2,000 Civic Center Regular Maintenance account (07413250-62320) $ 3,750 Total 228-2 $ 71500 Contract Award for Portable Restroom and Hand Wash Station Rentals October 3, 2017 Page 3 r Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency FA/sm/sp APPROVED AS TO FUNDS AND ACCOUNTS: ��mr Qrv�— Francisco Gutierrez .�Q` Executive Director :�^ C'L'i Finance & Management Services Agency 22B-3 22B-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: AWARD CONTRACT TO ARAMEXX CONSTRUCTION FOR CONSTRUCTION OF EDINGER AVENUE AND WILLITS/ SULLIVAN LANDSCAPE IMPROVEMENTS (PROJECT NOS. 16-7521,16-7522) (STRATEGIC PLAN NO. 6, 1G), RECOMMENDED ACTION - CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Reject all bids received on June 7, 2017, for construction of the Edinger Avenue and Willits/Sullivan Landscape Improvements project due to required Federal Funding documents that were not included in the submitted bid packages. Award a contract to Aramexx Construction, the lowest responsible bidder of the bids received on August 7, 2017, in accordance with the base bid in the amount of $64,950, for the term beginning upon execution of the contract and ending upon project completion, for the Edinger Avenue and Willits/Sullivan Landscape Improvements project, and authorize the City Manager and Clerk of the Council to execute the contract subject to nonsubstantive changes approved by the City Manager and the City Attorney. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $109,178, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $34,485. DISCUSSION The Edinger Avenue and Willits/Sullivan Landscape Improvements project is a community beautification project consisting of planting drought -tolerant landscape and installation of related irrigation systems. The proposed improvements are located on West Edinger Avenue between Mohawk Drive and the Santa Ana River, and a small area adjacent to the southwest corner of the Willits -Sullivan Corridor (Exhibit 1). These two locations are heavily used by pedestrians, bicyclists, and drivers. They also serve as access points to local schools, community parks, retail, public transportation, and arterial streets. Once completed, the improvements will enhance the visual appearance, and increase safety and accessibility for pedestrians and bicyclists who travel in close proximity to these high -traffic -volume locations near frequently used open space. 23A-1 Award Contract to Aramexx Construction for Edinger Avenue and Willits/Sullivan Landscape Improvements Project October 3, 2017 Page 2 The project is funded by Community Development Block Grant Funds. When the project was originally advertised for bids on May 15 and May 22, 2017, certain specific federal documents were required but were inadvertently omitted from the bid package by the contractors. As result, the bids opened on June 7, 2017, were incomplete. Therefore, to maintain funding eligibility, rebidding was necessary. The project was advertised again on June 26 and July 3, 2017, and bids were opened on August 7, 2017. The following is a summary of the bid invitations made and the bids received: Contractor Participation Data Santa Ana contractors receiving notices 8 Contractors requesting bidding documents 4 Bids received 3 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 Aramexx Construction Claremont $64,950.00 2 STL Landscape, Inc. Los Angeles $88,000.00 3 Green Giant Landscape, Inc. La Habra $97,797.00 A total of three bids were received and all were considered responsive. Aramexx Construction submitted the lowest responsive bid in the amount of $64,950 (Exhibit 2). Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to Aramexx Construction in the amount of $64,950 (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.). 23A-2 Award Contract to Aramexx Construction for Edinger Avenue and Willits/Sullivan Landscape Improvements Project October 3, 2017 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. 2017-95 was filed for this project. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total construction delivery cost of this project is $109,178, which includes construction, contract administration, inspection, testing, and an authorized contingency of $34,485. Funding is available in the Community Development Block Grant Fund (Account No. 13518783-66220, Projects 16-7521 and 16-7522) for expenditure in Fiscal Year 2017-18. Fr d Mclusavipour Executive Director Public Works Agency dip %-� • � Robert M. Zur ch vied Interim Executive irector Community Development Agency FM/EWG/TC Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director t Finance & Management Services Agency 23A-3 23A-4 W WILLITS ST WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION M PROJECT SITE U :CtC r EDINGER AVE LANDSCAPE IMPROVEMENTS SANTA ANA city council PROJECT Nos.16-7521& 16-7522; PWA Agenda Date EDINGER AVE LANDSCAPE October 3.2017 IMPROVEMENTS & WILLITS-SULLIVAN "a°`N°".s"`." COMMUNITY BEAUTIFICATION 23A-6 CITY OF SANTA ANA EXHIBIT 2 PROPOSAL PROJECTNO.: 16-7521: EDINGERAVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WI LITS-SULLIVAN COMMUNITY BEAUTIFICATION BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA' FROM: AramexxGroup Inc. REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount 1 Landscaping (Edinger Ave.)`` 1 LS tbm� t O 1b. 2 Irrigation (Edinger Ave.) 1 LS $�� I �0 $ 3 Landscaping (Willits -Sullivan Streets) I LS $ �I O60 V $ �vll oUr10 V 4 Irrigation (Willits -Sullivan Streets) 1 LS q j` 1Dbo $ I�lou O 5 60 -Calendar Day Landscape & Irrigation Maintenance Period (Edinger Ave. and 1 LS $ O $ Willits -Sullivan Streets TOTAL BASE BID $ Wt� P-1 of P-16 23A-7 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION TOTAL BASE BID $"J p 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-altemate 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. j' This bid item is considered a Specialty Item per Section 2.3.2 of the Standard Specifications, TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within forty-five (45) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $100 per calendar day. Name of Firm Signature of BIDDER Title President (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 23A-8 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION 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 farther 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 Signature of BIDDER Title President (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 finn. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-3 of P-16 23A-9 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION 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: Ara mexx Group Inc. Business Address: 101 N. Indian Hill Blvd. Suite CI -201, Claremont,CA 91711 Business E -Mail Address: info@aramexxgroupinc.com Telephone: 909-746-8066 State Contractor's License No. and Class: 960305 A, B, C27 License Expiration Date: 4/30/19 State Dept. of Industrial Relations (DIR) Registration No.: 1 00 001 01 79 State Dept. of Industrial Relations (DIR) Registration ExpirAion Date: 6/30/18 Signed: Title: P-4 of P-16 23A-10 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm , Aramexx Group nc. Signature of BIDDER Title President l/ (if an individual, so state) P-5 of P-16 23A-11 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 NVILLITS-SULLIVAN COMMUNITY BEAUTIFICATION OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA ) Salim Samour being duly sworn, deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑PARTNERSHIP That he/she is a member of the co -partnership firm designated as: and who has been and is duly vested with the authority to make and execute instruments for the co -partnership by: who constitute the other members of the co -partnership. ® CORPORATION That he is of Aramexx Group Inc. a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is of one of the parties making the foregoing proposal as a joint venture, and the he/she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusio o secure any advantage against the City of Santa Ana or any person interested in the propo d c ntract, for himself or any other person. Subscribed and sworn to before me this day of 20 Signature of officer Administering Oath (Notary Public) P-6 of P-16 23A-12 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 San Bernardino On Au9v5T 7 2ot-7 before me, R. Gallardo Samour (insert name and title of the officer) personally appeared Salim Samour who proved to me on the basis of satisfactory evidence to be the personxwhose name>ris/afe subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his/her/ttielf authorized capacitykW4, and that by hWheOheslgnatureXon the instrument the personX,, or the entity upon behalf of which the person,(a'jacted, 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. R. sALLAROo SAMOt1R Commission # 2110998 16 .�� s Notary Public - California z r z "� San Bernardino County My Comm. Expires May 10, 2019 Signature _ (Seal) 23A-13 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION KNOW ALL PRESENT that, Aramexx Group Inc. dba Aramexx Construction , as BIDDER, and Allied World Insurance Company , as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of _ Ten Percent (10%) of the bid amount Dollars ($10.0% of bid ), Which is ten percent (10%) of the total amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in, full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 4th day of August , 2017 BIDDER* Aramexx Group Inc. dba Aramexx Construction, 101 N. Indian Hill Blvd. Suite C1-201, Claremont, CA 91711,T:(909)746-8066 SURETY* Allied World Insurance Company, 199 Water Street, New York, NY 10038, T: Shawu-Blume, Attorney -in -Fact, 151 Kalmus Drive, Ste. A201, Costa Mesa, CA 92626, T: (714, Subscribed and sworn to before me See Attached this L) , 20_ Signature: Notary Publ(c/in and for the County of , State of 546-5100 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 23A-14 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness, accuracy, or validity of that document. State of Califomia Countv of Orange ) On Z `i before me, B. Copeland Notary Public; personally appeared Shawn Blume 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/shehhcy executed the same in his/heiftl=r authorized capacity(ies), and that by his/her/their signature(s) on the instnhment the person(&), or the entity upon behalf of which the person(s) acted, executed the instrument. 9.COPELAN0 Nolary Pubcc-California ,� Orange N V87 s: Commission W 2187850 �- 7dyComm. Expires Apr 79.2021 Plaw Notary Seal Above I certify raider PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: Q S' azure ofNotary Public — --- ---- — — — — --- OPTIONAL — — — -- --- — — — — - Though the information below is not required by law, it may prove valuable to persons relying on the document and could present fraudulent and reattachment of this form to another document. Description of Attached Document Type or Title of Document: Document Date: Signer(s) Other Than Named Capacity(ies) Claimed by Signer(s) Signer's Name: Shawn Blume ❑ Individual ❑ Corporate Officer—Title(s):_ ❑ Partner: ❑Limited ❑ General © Attomey in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Number of Pages: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer—Title(s): ❑ Partner: [-]Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer Is Representing: Rev. 1-15 23A-15 EDALLIED WORLD INSURANCE COMPANY 30 S. 17' St, Suite 1600 Irn Phlladelphla, PA 19103. USA POWER OF ATTORNEY Issue Date: May 5, 2017 No. 29210-A1868 Single Transaction Limit: $hQ 000,000 KNOW'ALL MEN BY THESE PRESENTS: Allied World Insurance Company, a New Hampshire corporation (the "Company) does hereby appoint -NAME,.,): _ Eric -- - StephanieHoang- - ",MarkRicher dsow, - -- .-=Shawn Blume FIRM:. Pinnacle Surety Services, Inc. 151 Kalmus Dr. A-201 Costa Mesa, CA 92626 Its, We and lawful Affomey(s}-in-Fact, with full authority to execute on its behalf bonds, undedakings, recognizances and other contracts of indemnity, andratings obligatory in the nature thereof, issued in the course of its business, and to bill the Company thereby. This Power of Attorney shall remain in full force and effect for one year from the issued date above-referenced.and shalt expire on close of business of the first anniversary -of such Issue Date. IN WITNESS WHEREOF, ALLIED WORLD INSURANCE COMPANY has caused these presents to -be executed by the officer named below, who is I dulyauthorized and empowered to execute on the Company's tiehalf'- Thls5thdayofMay,2017, MWM4Nw AtTlrO9P_ N;VLVA)AA _ NOTARIAL SEAL - •ELIZABETH Kx'W;3. Naar/ Pr, - CseC! t'03srlgWi a Pieta. C,rnry M1f�Co amrciE;" t:•2nfA y Name; Robert E Staples' - TitIe: Seniorwce President -Surety State. of Pennsylvania County of Philadelphia )ss. t Oo this 5th day of May, 2017, before me came the ahave-named officer. of AWED - ����•—�^� _ _ WORLD INSURANCE -COMPANY, to me personally known to be the tndwidual and .officer .described ,Herein; and acknowledged tha[he executed Itie`foregoing- ', -- Notary Instrument and affixed the seals of said corporation thereto by authority of his office. My Commission Expires: 08/05/2018 t 'CERTIFICATE Excerpt of Resolution adopted by the Board of Directors of the ALLIED WORLD INSURANCE COMPANY (the °Corporation'), on December3l 2012: RESOLVED that the pmperafurers of the Carpaabm the head of the suety business ]m lythe Caporaam and (hair appointed devgnees (each an'AWehized OI]wr ad m7ecLvdy, Ne'AWronzed OlTca's') be, and each heebyb, ashy ved to appoint meormae Altomeys n -Fact to represent and act forandw behalfofine Capaabon N the transaction of me,Compaiys surely GAtiness loexewte (uder0emmmonsedofine Capaa*,ifappmp6ate)borids,uMedaKngs,mmcgruzar�isaridofhe=tactsofindeamtY-ddwmt4sob59abaymlhanahae Nemot . RESOLVED that 61 mnreetan vdh the Caporebays transachimof surety brsnsss the sgnalures and attesl-har¢ of the Aulha'ved Oil and the seat of the C11 orporation may be`a0xe t m any such 1 Fewer of Adeney a to any cadkide mail thereto byfesim?e, and any such Fewer of All a caNrrale bcaArg such facsimie si pi)Uas a facsimile seal she] be vaid and binding upon be I Co paafianwhen so affixed with respect fe any bond, uakdakmg, mmgni ante aotherconbactaf lrdenoutyav4bV o66galay m the nature Nem[ I `RESOLVED, that in omnection will tie anng CA,rporabon's transactionactransactionof surety buss re , the fasim]e a mechanically reproduced signalum of eryAuttxdzed Office, whether made heretn'.ore a hereafter, ,..: whemver eppeupon a mpyofeny ruyarofAtlomey of tha Coporafnsignatures affixed a i, with sned ahae rated shall be valid a[p Nndmg upon Ne Cohporkon with the some tette and erectas _ahoughmanudyaffaed. .-" RESOLVED, that N comectiah with the Cxporafim's hens@aherh ofsurety busses, any such Attomeyb,Fad de]varug a sac2l3iel 0`09re 0altil a6an that he lmgoirg resolNxos sdi he in effect may rased in s uch mNfxalon Ile date berm(, sad date to be nal la ter Nan t e date of delisehy therm( by such Atlrnierin-Fact I Daniel Zharkouky,_Seoetly of the ALLIED WORLD INSURANCE COMPANY,:do hereby ca ly Nat the lregomg excerpts of RaScI adoptalnby the Board of 0iredas of this. - - "caporatim; andthe Pcwe ofAtlaneysssuedpursumtlhaeto, arehueandcarect andthalhoyh,the RewiGutioonLandthe PP000wwerofAftomeyarein fu]faceendefled. `•� --' IN WETNESS WHEREOF, Ihim hereunto set my hand and affixed Nefacsimile seal of he caperatimn,this I da of 1 24Q . t - - _ - - Daniel Zharkovky, AVP, Assistant General Counsel SUR 00046,00(05/2016)- - <23A-16 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 San Bernardino Onbefore me, R. Gallardo Samour (insert name and title of the officer) personally appeared Salim Samour who proved to me on the basis of satisfactory evidence to be the personxwhose namexisfare subscribed to the within instrument and acknowledged to me that he,rahekhey executed the same in his(he4their- authorized capacity(aes, and that by his -,-;- :- signatureXon the instrument the person,K, or the entity upon behalf of which the personXacted, 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. R. GALLA 00 SAMOUR WITNESS my hand and official seal. j commission # 2110998 Z ® Notary Public - California z ,I� p z/�"�• San Bernardino County M Comm. Expires May 10, 2019 Signature (Seal) 23A-17 CITY OF SANTA ANA PROPOSAL PROJECT NO,; 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION LIST OF SUB -CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: %z% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: %x% 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 subcontracj certain portions of the work to the firms listed below: Name N A_ Name License #/Exp. License #/Exp. DIR Reg.#/Exp. DIR Reg,#/Exp. Location Location Phone Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ Type Of Work Amount $ Name License #/Exp. DIR Reg.#/Exp. License # Location Phone Type Of Work Amount $ Name Name License #/Exp. License 4/Exp. DIR Reg. #/Exp. DIR Reg. #/Exp. License # License # Location Phone Type Of Work Amount $ SbpiaituweofBidder Location Phone Type Of Work Amount $ P-8 of P-16 23A-18 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION REFERENCES PLEASE SEE ATTACHED The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. 1. 2. and Address of Owner. Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed and Address of owner. Name and Telephone Number of person familiar with project. Contract Amount Address of owner. Type of Work Date Completed Naive and Telephone Number of person familiar with project. ContractAmount 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. Pinnacle Surety -Shawn Blume 951-217-8637 151 Kalmus Dr., Ste. A201, Costa Mesa, CA 92626 P-9 of P-16 23A-19 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 W ILLITS-SULLIVAN COMMUNITY BEAUTIFICATION ADDITIONAL REFERENCES PLEASE SEE ATTACHED The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. 1. 2. 3. Name and Address 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 Name and Address of owner. Type of Work Name and Telephone Number of person familiar with project. Date Completed Date Completed Contract Amount 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. Pinnacle Surety -Shawn Blume 951-217-6637 151 Kalmus Dr., Ste. A201, Costa Mesa, CA 92626 P-10 of P-16 23A-20 CITY OF SANTA ANA PROPOSAL PROJECTNO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WiLLITS-SULLIVAN COMMUNITY BEAUTIFICATION NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal Signed State of Q County of Subscribed and sworn to (or affirmed) before me on this day of , 20_, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal P-11 of P-16 23A-21 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 San Bernardino On AUa. -7 2oi -i before me, R. Gallardo Samour (insert name and title of the officer) personally appeared Salim Samour , who proved to me on the basis of satisfactory evidence to be the person�srwhose names/afe subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his/heFAheir•authorized capacity(ies); and that by his4heN414e4 signatureXon the instrument the personX, or the entity upon behalf of which the person�afacted, 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. R. GALLA 0 SAMDUR WITNESS my hand and official seal. Commissfon # 2110998 • "®� Notary Public . California i . �111 San Bernardino county � My Comm. Expires May.10, 2019 Signature (Seal) 23A-22 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION 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 administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. P-12 of P-16 23A-23 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLIVAN COMMUNITY 13EAUTIFICATION 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. 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 Ghanter. Signed: Title: Firm: AramexxGroup Inc. Date: 8/7/17 P-13 of P-16 23A-24 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGERAVE. LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the of er contractors, except contractors not signatory to the trust agreement shall pay a lilce the t the California Apprenticeship Council. Signed: Title: esident Firm: AramexxGroup Inc. Date: e/7/17 P-14 ofP-16 23A-25 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16-7521: EDINGER AVE. LANDSCAPE IMPROVEMENTS PROJECT NO, 16-7522 WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION STATEMENT REGARDING "ANTI -KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he/she is otherwise entitled. Signed: , Title: President Firm: Aramexx Group Inc. Date: 8/7/17 P-15 of P-16 23A-26 CITY OF SANTA ANA PROPOSAL PROJECT NO.:16-7521: EDINGER AVE. LANDSCAPE 1NIPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLIVAN COMMUNITY BEAUTIFICATION 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 x If the answer is yes, explain the circumstances in the following space. P-16 of P-16 23A-27 Aramexx Construction 101 N. Indian HIII Blvd. Suite C1-201 Claremont, CA 91711 PH: 909.746.8066 - FX: 909.591.4569 1. Department of Transportation Install Vegetation Control Under Guardra L, 08-OR4804. Dec. 2016—July2017 172730th Street Construction an state highway In San Bernardino County, In Sacramento, CA 95816 Ontario on route 30 from 0.2 mile East of Vineyard Ave. 951-232-6478 overcrossing to 0.1 mile East of Milliken Ave. and In China on David Benson route 60 from 0.2 mile West of Mountain Ave. undercrossing to david.benson@dot.ca.gov Euclid Ave. undercrossing. 2, Department of Transportation Install Rock Blanket, 08-0115404. Construction on state highway in Sept. 2016—Jan. 2017 1727 30th Street San Bernardino County in Hesperia and Vlctorville from 0.2 mile Sacramento, CA 95816 North of Joshua Street overcrossing to 0.2 mile North of Mojave 951-232-6478 Drive overcrossing. David Benson david.benson@dot.ca.gov 3. Brea Olinda Unified School Track Replacement Project at Brea 011nda,16003.00, Demolition lune 2016—Aug, 2015 District of old tracks excavation, paving, installation of synthetic running 1 Civic Center track surface, Installation of landscape Irrigation system, storm Level2 drainage, and planting. Brea, CA 92821 9D9-6448009 Noel Garcia , n arcia@calkl2,com 4. City of La Habra Heights La Habra Heights Park Irrigation System Upgrade, 2013-05. June 2016—Aug. 2016 1245 N. Hacienda Rd. Upgrade of existing Irrigation system. Installation of new new La Habra Heights, CA 90631 controller, new remote control valves, new sprinkler heads, main 562-694-6302 line and lateral piping. Lori Askew laskew@Lhhcity.org , 5. Morongo Band of Mission Morongo Roundabouts Landscape Improvements, OB -15 -N -LF- Oct. 2015— Dec, 2016 Indians 0337. Installation of new California native landscape and 12700 Pumarra Rd. Irrigation, electrical lighting, underground boring, service Banning, CA 92220 pedestals, concrete he rdscape, cobble paving, fence, point to 951-755-5124 point irrigation, and grading. Karen Woodard kwaodard@morongo-nsn.gov 6. City of Anaheim Little Peoples Park Remodel and Improvements, RCP 2015-11137. Oct. 2015—Feb. 2016 2005.Anaehim Blvd. Demolition of existing concrete walk paths and landscape, Anaheim, CA 92805 Irrigation of new wrought Iron fence, natural stone pilasters, brick 714-765-5166 pavers, drinking fountains, electrical lighting, site amenities, Blair Fickett basketball court resurface and equipment, wood gazebo, BRckett@anaheim.net concrete walkways, landscape and irrigation. 7. City of Claremont College Park Landscape and Irrigation Improvements, CIP 2015-6. Oct, 2015 —Jan. 2016 207 Harvard Ave. Baseball field renovations, drip Irrigation, point to point Irrigation, Claremont, CA 91711 shrub and rotor irrigation, OG mulch, DG trails, concrete 909-399-5460 walkways, concrete mow curbs, mulch, running track. Kristin Mikula kmikula@ci.claremont.ca.us 23A-28 A `a Aramexx Construction 101 N. Indian Hill Blvd. Suite C1-201 Claremont, CA 91711 PH: 909.746.8066 - FX: 909.591.4569 S. Metro North Hollywood Sustainable Parking Demonstration Project, IFB Apr. 2015—Sept, 2015 1 Gateway Plaza No. 011326. Construction of temporary parking lot and mull -use Los Angeles, CA 90012 trail, heavy grading and export, compaction, laser grading, 213-922-6268 landscape and Irrigation Installation, TemPark Installation, drive Away Malak approaches, fencing, utility coordination and Installation. malaka@metro.com 9. City of Fontana Foothill Blvd. Median Landscape From Cherry Ave. to Hemlock Mar. 2014—Aug, 2015 8353 Sierra Ave. Ave. SB -02 -DE -15. Median work, removal and export of soil, Fontana, CA 92335 grading, boring, irrigation service and electrical service pedestals, 909-350-6649 cobble paving, palm tree planting, point to point Irrigation, Christopher Smethurst i natural cobble swales. 10. City of Menifee Newport Rd. Widening- Median work, removal and export of soil, Oct. 2014—Jan. 2015 29714 Haun, Road grading, boring, irrigation service and electrical service pedestals, Menifee, CA 92586 cobble paving; point to paint irrigation, natural cobble swales. 951-639-1368 Carlos Geronimo or Nino Abad cgeronlmo @cityofine nHee.us 11. Chaffey School District Ontario High School Quad Modernization- Installation of 6" Aug. 2014 — Dec.2014 901 West Francis St. malnllne, point to point irrigation, tree and shrub landscaping. Ontarlo, CA Project completed In multiple phases. 909-460-5886 David Ruiz drulz@tllden-mil.com 12. City of Orange Planters' Waterproofing, Irrigation and Planting. Clearing and Jan. 2014 -Mar. 2014 637 W. Struck Ave. grubbing, plam tree removals, export and Import, waterproofing, Orange, CA 92867 boring, concrete coring, drip Irrigation, planting and new 714-532-6464 Irrigation service. Don Equltz dequitz@cityofonnge.com 23A-29 LANDSCAPE ARCHITECTS Landscape Architecture Planning Water Management Graphic Communications February 6, 2017 Subject: Aramexx Construction To Whom It May Concern: In my capacity as Consult Project Manager & Landscape Architect for The Morongo Band of Mission Indians, I worked closely with Aramexx Construction on the Morongo Trail / Interstate 10 Roundabout Landscape Improvement Project in early 2016. Aramexx Construction was the successful low bidder and performed construction of the project. Aramexx Construction's work and dedication to the project were a major part of its success and timely completion. Aramexx provided great knowledge of value engineering and constructability methods for this improvement project. With the help and dedication of Aramexx Construction Project Manager Lupe Lainez and Construction Superintendent, Bruce Gallardo, the tribe and Caltrans received a high quality project in a safe and timely manner. Aramexx is a great candidate to perform landscape construction projects for any local agency. Feel free to contact me at (619) 300-2782 if you have any questions. Sincerely, Brett J. Allen Construction Manager / Project Manager / Landscape Architect VDLA—Van Dyke Landscape Architects 462 Stevens Avenue, Scats 107, Solana Beach, CA 9207~-2042 Tel: 019.294.34e4 - Fax: 619.574.0626 - E-mail: admir@vdia.us • Web: wmw.vdla.us Frir70'ipalS: Mitch Phillippe, ASIA, CA LLA *3781 - Yale Hooper. CID, CLIA Associafes: Ling Chan, ASLA, CA LLA #5435, LEED AP 23A-30 1 o — ° � oU o Es Q 6a o - E T E'aD T a aT a X tau C two 2 n 79 � T r� ^E - eaw E oa `2 oa F E� 2 Mal s'g 'g = a a• n + -E. � u �93e T¢ o€ asci a x � T too c $ t t C a zt� � Lo 9vu�� V'S -a.' 9v9 C AG`L Jt - yp0 .L C o s fLi u 6_ ce Q} e6 Ys Cz2$29 h u Y C FGy fi v G =.0 a „v E o — ° � oU o Es Q 6a T E'aD T a a e 79 � T r� oa `2 oa F E� 2 a a• 0 � u �93e T¢ o€ asci a x � T c 3oq K zt� U K Lo 9vu�� V'S -a.' yp0 E o — ° is Es Q 6a G O T a a e � T r� `2 E� 2 a a• � u oA 3 � T 3oq K zt� 23A-31 23A-32 Y6 N 5 � c c l e U fix, c •o n� E c 5.` „a m E E ns Vo�"p�sua Se�6����� OUe``O �y 4n m 9�V •� $ X� O s F 3sa' i e :, s o ani -.-�� a 16 T7. 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W m m m C a o aEm yN ES�d_o t •F En= dN !_'mod motion rw oa on'w 1- c�u'� �nnoE �imw �nm 6'wv m A 3 � N Y d O _ m M v 3 p J d E N ° w E N d o cL°. p m y a_ p 3 c ° a E C ✓ n v s e o J O N W rl u 'N m O C O d Y m 9 s a Ev a x o 5 � m G 0 d c nw x n E d 'c c _ ° L E d J JO S' J 0 r W yIn Z d C dC E 'L d i w V a o \ N ' 3 c t LLwu n. w 0 5 o�3o'm 23A-33 8 Is R E m�5ci'6 aE fies n� YNUi NaS W g dig •�k i 4 .S�nc 1 VV� �� e ymE rk £ �• 6 � � $�`9 �r i3 ���3; X01 �, ��g �• <' �g r � � is Nm h � � FTI 5� m`It� o, I. 451 n} N Ci s 0 c 1 v4 s 5 '� % fi �. E x r '•, w � tP y��'+ j € � S � ! � � �= € Q �. E 3} b � w^• s C MS ° � F 7 5� zN: F�F��' S ��i, ���d q rY riS. a6 o � n 23A-34 a m a o � S ee �tl�maJ.� m2d .4 ^�' ,� SC }�L5� a c] SI `�SA �C ` ��4•'�r V C p u n a TE. �yi§ a � Q m 2i� n 2 ;1'i9'N 2-f m e m Eg po qq aU N«V �i°uW 8� �'gsm ¢+ m m�y0i 'c 16mS nmO. 5 a 23A-35 :.i 23A-36 CITY OF SANTA ANA EXHIBIT 3 CONSTRUCTION CONTRACT PROJECT NO. 16-7521 EDINGER AVE LANDSCAPE IMPROVEMENTS PROJECT NO. 16-7522 WILLITS-SULLWAN COMMUNITY BEAUTIFICATION This CONSTRUCTION CONTRACT is made and entered into this 3"i day of October, 2017 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and Aramexx Group Inc. dba Aramexx-Construction (hereinafter "CONTRACTOR"). WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows 1. 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 Edinger Ave Landscape Improvements and Willits -Sullivan Community Beautification Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed Sixty -Four Thousand Nine Hundred Fifty Dollars and No Cents_($64,950.00), 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. rev. M202016 23A-37 Pagel of 3 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 Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 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 23A-38 IN WITNESS WHEREOF, the parties 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: /rlJ 7� ✓fes J M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency CITY OF SANTA ANA CYNTHIA KURTZ Interim City Manager CONTRACTOR: Aramexx Group Inc. dba Aramexx Construction SALIM SAMOUR President 23A-39 Page 3 of 3 23A-40 COST ANALYSIS CONSTRUCTION OF PROJECT NOS. 16-7521,16-7522: EDINGER AVE & WILLITS/SULLIVAN LANDSCAPE IMPROVEMENTS Construction Contract $ 64,950.00 Contract Administration $ 4,741.00 Inspection and Testing $ 5,002.00 Contingencies $ 19,485:00 TOTAL ESTIMATED CONSTRUCTION COSTS $ ..94;1:78.00 EXHIBIT 4 r 23A-41 23A-42 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: APPROVE AN AGREEMENT WITH NBS GOVERNMENT FINANCE GROUP, INC. FOR A COMPREHENSIVE PROP 218 FEES AND CHARGES COMPLIANCE ASSESSMENT (STRATEGIC PLAN NO. 4, 1) C MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an agreement with NBS Government Finance Group, Inc., to conduct a comprehensive study of enterprise funds to identity full cost recovery of fees and charges and to complete a Proposition 218 fees and charges compliance assessment for an amount not to exceed $111,970 which is comprised of the sum of $92,560 and a contingency of up to $19,410 inclusive of a detailed analysis of funding sources specific to the Federal Clean Water Protection Enterprise evaluation, for a six-month period beginning October 3, 2017 through April 3, 2018, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Similar to many cities, Santa Ana collects fees to recover the cost of providing services including those provided under its Enterprise Funds such as Refuse Collection (solid waste), Water, Sanitary Sewer Services, and Federal Clean Water Protection (NPDES).. Since the passage of Proposition 218, many of these fees have come under scrutiny throughout California. Cities like Santa Ana, are proactively seeking opportunities to strengthen their policies, processes and procedures to remain compliant, minimize legal challenges, and ensure its long-term financial stability. With this in mind, staff prepared a Request for Proposal (RFP) in collaboration with the City Manager's Office, City Attorney's Office, Public Works Agency, and the Finance and Management Services Agency. On July 3, 2017, the RFP was posted on the City's website seeking a qualified firm to conduct a comprehensive Proposition 218 fees and charges compliance assessment on four City enterprise funds. This included Refuse Collection, Water, Sanitary Sewer Service and Federal Clean Water Protection Enterprise Funds. The objective of the comprehensive study is to identify: 25A-1 Agreement with NBS for Comprehensive Prop. 218 Fees and Charges Compliance Assessment October 3, 2017 Page 2 1) Any fees which are not paying full cost recovery, and to 2) Complete a Proposition 218 fees and charges compliance assessment and identify areas that may be non-compliant. The RFP closed on August 18, 2017 with a total of five proposal responses received. An evaluation committee comprised of the Executive Director of Public Works, Executive Director of Finance and Management Services Agency and a representative from the City Attorney's Office reviewed and ranked all five proposals. The top three firms were invited to move forward in the evaluation process and participate in an interview. The interviews were carried out on August 31 and September 1 and provided an opportunity to meet each firm's team, discuss the scope of work, and gain insight on the process and approach that each firm will take to complete the assessment. On September 4, the evaluation committee ranked NBS Government Finance Group, Inc. (NBS) as the top ranked firm and negotiations and development of the agreement ensued. Vendor I Rank NBS Government Finance Group, Inc. Raftelis Financial Consulting Black & Veatch 1 2 3 NBS is a Financial Consulting firm established in 1996 that specializes in cost allocation, cost recovery, user fee studies, sustainable water and wastewater utility rate programs, and legally justified fee design. Furthermore, NBS' area of expertise includes rate studies for municipal water, sewer, storm drainage, and solid waste utilities. Headquartered in Temecula, California, and with its regional office in San Francisco, NBS has worked with more than 350 public agencies including cities, counties, municipal utilities, and special purpose districts. NBS' team will be led by four senior project managers who each have a minimum of 10 years of experience and will be supported by seasoned analysts in order to meet the established timeline to complete the assessment within a four-month period. If it is concluded that a specific fund is in non-compliance, the consultant may bring recommendations forward anytime during the assessment. NBS' approach to evaluating rates and fees will rely on sound principles and well - accepted industry practices that will enhance the City's legal and financial standing for its Prop261218 rates and fees. The comprehensive assessment will include the review of: • Direct and indirect charges • Cross charges • Land development and permit operation • Prop. 218 validation processes • Fees and charges that are subject to Proposition 26 or 218. 25A-2 Agreement with NBS for Comprehensive Prop. 218 Fees and Charges Compliance Assessment October 3, 2017 Page 3 Where non-compliance is identified, NBS will develop a menu of options that may be used to ensure the City achieves compliance. The assessment will evaluate the City's current rate structure, methods of collection and adoptions processes, and either validate the existing structure or identify possible areas of concern and improvement. Staff recommends approval of the agreement with NBS to conduct the comprehensive assessment. Included in the proposal are two approaches for the Federal Clean Water Protection Enterprise Feasibility Analysis. Approach number two is an add on additional task for the development of a financial plan for a new dedicated funding source specific to the Federal Clean Water Protection Enterprise Fund. This would not require the City to implement the new fee but provide the option should the Council choose to exercise it. STRATEGIC PLAN ALIGNMENT Approval of these item supports the City's efforts to meet Goal #4 — City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). FISCAL IMPACT Funding is available via carry-over of prior year balance accessible for expenditure in the Fiscal Year 2017-18 General Fund Non -Departmental Contractual Services account (no. 01105015- 62300). U� Fred Mousavipour Executive Director Public Works Agency Obert C. Cortez Deputy City Manager APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibit A. Agreement with NBS (includes proposal, scope of work and fee schedule) 25A-3 25A-4 AGREEMENT TO PROVIDE COMPREHENSIVE PROPOSITION 218 ASSESSMENT THIS AGREEMENT is made and entered into this 3rd day of October, 2017 by and between NBS Government Finance Group, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On July 3, 2017, the City issued Request for Proposal No. 17-081, by which it sought a. consultant to conduct a Comprehensive Proposition 218 Fees and Charges Compliance Assessment. B. Consultant submitted's responsive proposal that was selected by the City. Consultant represents that it is -able and willing to provide the services as described in the scope of work that is included in Exhibit A to this Agreement, 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 the services that are described in Consultant's proposal dated September 15, 2017, with Approach #1 as described therein. City shall have the option to select Approach #2 if desired. Consultant's complete proposal is attached as Exhibit A and incorporated in fall. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $111,970. 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. Pagel of 8 25A-5 3. TERM This Agreement shall commence on the date first written above and continue through April 3, 2018, unless terminated earlier in accordance with Section 16, below. The services to be performed by Consultant under this Agreement will be under the direction and supervision of the City's Office of the City Attorney. All information and documents shared with Consultant as well as all work performed by Consultant in connection with this Agreement should be treated as strictly confidentiaL Moreover, all communications between Consultant and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Consultant from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Consultant shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Consultant's retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the properly of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire tern of this Agreement, be construed to be an independent consultant 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. 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 Consultant under this Agreement ("Documents & Data'). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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 Page 2 of 8 25A-6 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, Consultant shall maintain and shall require its subconsultants, 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. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with. respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, 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. 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 canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. Page 3 of 8 25A-7 f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fiumish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not 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. 8. INDEMNIFICATION Consultant agrees to defend, 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, its subconsultants, agents, employees, or other persons acting on its 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 Consultant and approved by the City (which approval shall not be unreasonably withheld), regarding any action by a third party challenging the authority of Consultant to enter into this Agreement, or asserting thatpersonal 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, in consultation with Consultant. Notwithstanding the foregoing, the above duty to indemnify, including the duty to and cost to defend, shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant. If it is finally adjudicated that liability is caused by the comparative negligence or willful misconduct of an indemnified party, then Consultant's indemnification shall be limited proportionally to the established comparative liability. 9. 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. 10. 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 Page 4 of 8 25A-8 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. 11. 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. 12. 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. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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 tenns 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 terns and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or Page 5 of 8 25A-9 agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. 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. 16. 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(s) 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. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 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 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 Page 6 of 8 25A-10 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. 20. 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. 21. 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: Robert Cortez Deputy City Manager City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 To Consultant: NBS Government Finance Group, Inc. 32605 Temecula Parkway, Suite 100 Temecula, CA 92592 Attn: Kim Boehler or David Ketcham Page 7 of 8 25A-11 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. 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: wl1 R/ John Wik Assistant City Attorney RECOMMENDED FOR APPROVAL: ROBERT CORTEZ Deputy City Manager CITY OF SANTA ANA Cynthia Kurtz Interim City Manager CONSULTANT: Name: Title: 25A-12 Page 8 of 8 EXHIBIT A CONSULTANT'S PROPOSAL (INCLUDING SCOPE OF SERVICES) 25A-13 Aerial view of City of Santa Ana Kia? v a Google Earth x `' - F r.: _,..?, is j•r ., It e,+'4t e i� 5'd ��yfn q i jvf (.y'_i ;i CITY OF SANTA ANA Proposaffor. RFP No. 17-081 Comprehensive Proposition 218 Fees and Charge's Compliance Assessment - September 15, 2017sn • • • .a - l l =a:b ��E i y,�fi iia > � �9 iJr�z s��I r„ 'fit � s �� �•` - ' 32605 Temecula Pkwy., Suite 100 Temecula, CA 92592 Toll free: 800.676.7516 www.ribsgov.com September 15, 2017 Robert Cortez Deputy City Manager, Project Manager City of Santa Ana, City Manager's Office 20 Civic Center Plaza, 8th Floor Reception Santa Ana, CA 92701 RE: RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment Dear Mr. Cortez, Thank you for the opportunity to submit;this proposal to prepare a Comprehensive Proposition 218 Fees and Charges Compliance Assessment for the City of Santa Ana (City). We realize this is an important project for the City and our proposal offers the following benefits: • Experlerice and Demonstrated Sucqess. The NBS team is led by four senior project managers who each have a minimum of 10 years' experience, and are supported by seasoned analysts and consultants. When faced with several proposals from "national experts", an important question you as the client might ask is, "who will actually be working on this study?" We can assure you that our project team will be committed to this study from start to'finish, and available for all meetings and presentations. • Insightful Approach. We will commit to working with staff to ensure we understand the City's concerns to assess the current rates, fees and overhead charges, and Wll ensure that all perspectives are incorporated, all unique local issues are addressed, and provide an excellent result the City can be proud of. • Technically Sound Rate and Fee Assessment. Our approach to evaluating the City's rates and fees will rely on technically sound principles and well -accepted industry practices that enhance the City's legal and financial standing for its Prop 261218 rates and fees. Our firm brings a broader range of skills to this engagement compared to competitor firms, as our sole purpose as a company is to consult California's cities on various municipal revenues, including special taxes and assessments, utility rates, impact fees, overhead cost reimbursement and user and regulatory fee programs. Pertaining to our business entity structure, NBS is a California S -Corporation. Please contact me at 800.676.7516 or via email at kboehler@ngsgov.com if you have any questions or concerns about this proposal. We would sincerely like to work with you on this project and help the City of Santa Ana move forward. Sincerely, * h W Kim Boehler Associate Director David Ketcham Vice President 25A-15 TABLE OF CONTENTS CoverLetter........................................................................................................ Previous Page Section1: Agreement Statement...........................................................................................1 Section2: Firm and Team Experience.....................................................................................2 Section3: Project Understanding...........................................................................................8 Section4: Relevant Project Experience.................................................................................17 Section 5: Schedule..............................................................................................................18 Section6: References...........................................................................................................19 Section7: Fee...............................:......................................................................................29 Appendix............................................................................................................................. 30 Appendix A: Proposed Project Team Resumes......................................................................31 Appendix B: Attachment 3-1 Non -Collusion Affidavit...........................................................45 Appendix C: Attachment 3-2 Non -Lobbying Certification......................................................48 Appendix D: Attachment 3-3 Non -Discrimination Certification ............................................. So 25A-16 SECTION 1: AGREEMENT STATEMENT NBS accepts the terms, conditions and general form of the City of Santa Ana standard Consultant Services Agreement with the following modification(s): Update last three sentences in Section 7: 7. INDEMNIFICATION 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 Consultant and approved by the City (which approval shall not be unreasonably withheld), regarding any action by a third party challenging the validity a authority of Consultant to enter into 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 but shall not be entitled to settle any claim without the prior written consent of Consultant. Notwithstanding the foregoing, the above duty to indemnify, including the duty to and cost to defend, shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. If it is finally adjudicated that liability is caused by the comparative negligence or willful misconduct of an indemnified party, then Consultant's indemnification obligation shall be reduced in proportion to the established comparative liability.�� 00 27x°92.9, ttheabe extent vgbired-b} Civil C -,e ligease, reeklezanees;aww l misseRensukaat ,d p � BS City of Santa Ana �`W RFP No, 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25A-17 SECTION 2: FIRM AND TEAM EXPERIENCE BS Helping communities fund tomorrow. In 1996, California C)Nmunicipalities were struggling to appropriately implement local funding tools while trying to Interpret Proposition 13 and a host of other rules and regulations. Then, Proposition 218 entered the scene making municipal funding even more challenging. Seeing the potentially negative effects this could have on local communities, several experienced and concerned finance and engineering professionals gathered to create NBS. While the firm originally focused on Special Financing Districts, specifically the formation and administration of special assessments and taxes, we have evolved with our clients' needs. That evolution gave rise to a Financial Consulting practice that focuses on sustainable water and wastewater utility rate programs, cost allocation, cost recovery, and legally justified fee design. Across all practice areas, we have worked with more than 350 public agencies to date; including cities, counties, municipal utilities, and special purpose districts. Our primary areas of continual investment include the highest -quality training, software and technology. In an effort to control overhead and maximize local understanding, many team members operate out of satellite offices spanning California and reaching as far as Colorado. Financial Consulting: Utility Rate Group, Cost Allocation Plans and User Fee Studies Legal Name: NBS Government Finance Contact: Kim Boehler '.ep ho ne: 800.676.7516 .com and Execute Agreement Name: David Ketcham Title: Vice President Address: Group DBA: NBS Headquarters: Temecula, CA Address: 32605 Temecula Pkwy., Suite Fax: 100 Email: Temecula, CA 92592 Regional Office: San Francisco, CA Employees: 40 Shareholders 100 % Employee Owned (ESOP) Contact: Kim Boehler '.ep ho ne: 800.676.7516 .com and Execute Agreement Name: David Ketcham Title: Vice President Address: 32605 Temecula Pkwy., Suite 100 Temecula, CA 92592 Telephone: 800.676.7516 Fax: 951.296.1998 Email: dketcham@nbsgov.com This project falls in our financial consulting area where we focus primarily on cost recovery mechanisms and supporting justification for various agency revenue streams. Our areas of expertise include: • Rate studies for municipal water, sewer, storm drainage and solid waste utilities. • Financial plans for public utilities. • System capacity and development impact fees. • User and regulatory fees for a wide variety of local government programs and services. • Overhead cost allocation analysis. NBSCity of Santa Ana �� ��99 8.77 RfP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25A-18 The lead team from NBS for the City of Santa's project is comprised of rate and fee setting experts who are recognized leaders in their field. They are often asked to teach continuing education courses and participate in workouts for troubled agencies. The City can be assured, NBS' team has an In-depth understanding of all changes to laws, codes and regulations affecting local governments, including Propositions 218 and 26. While the team members assigned to this study currently serve many municipal agencies through- out the State, we do not anticipate any difficulties in giving this project its due attention and dedication. The team presented in this proposal will be available and are fully committed to completing the study and meeting the deadlines of this project, and will be present as needed for meetings and presentations. Expertise and Continuing Education We require all professional staff to continue their education by attending professional training and personal growth seminars provided by both in-house experts and outside sources. We also frequently conduct internal training sessions to discover and discuss changes to key regulatory and governmental issues that may affect our clients. Our Publications In addition, we present a unique set of qualifications and training to support our depth of experience and understanding in the work we perform. We believe In continuing education not only for our own team members, but also for our clients and other municipal agency employees. As industry leaders, we have published two books on related industry topics that can be downloaded for free at www.nbsgov.com/publications or ordered through our office at 800.676.7516. The Special Financing Districts Primer (Revised and republished in 2015) has been credited as the best publication on SFDs in a decade by prominent industry professionals. The Rates, Fees and Charges Compendium, released 2015, has received high regard and interest from industry professionals. Many public agencies utilize our publications as resources and training tools for their own staff. Key Personnel NBS' staff of 40 professionals have extensive experience in the fields of finance, management, engineering, and local governance and combine their knowledge to produce a synergy that results in maximum success and minimum risk. We work with our clients as partners by developing an intricate knowledge of their needs and responding with strategic and timely solutions. The following is a brief overview of the NBS consulting team proposed to manage and complete the work noted for this engagement. DNBS Qty of Santa Ana tRFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25A-19 Project Organizational Chart 7 City Stakeholders, Management and Staff Greg Clumpner H Kim Boehler Nicole Kissam Project Principal L Project Manager Project Director Tim Seufert r J I Client Services Director Pablo Perez i I Greg Henry Greta Davis Project Principal 1 Utility Rate Consultant I Project Manager Adina McCargo Craig Brewer Kevin Gardner & Consultant Utility Rate Analyst Arleile Plourde Financial Analyst Description of Project Team for Utility Rate Analyses KIM BOEHLER, PROJECT MANAGER Project Role and Responsibilities: Kim Boehler will be primarily responsible for the Evaluation of Enterprise Fund Rates on this project and will coordinate the work efforts of the project team and work closely with the City's project manager to discuss and review the overall approach, findings and recommendations, and will provide quality control on the project. She will coordinate analytical efforts of the project team on the Federal Clean Water Enterprise feasibility analysis, provide senior -level technical analysis and review, monitor the schedule and delivery of work products to the City's satisfaction, and be on-site for all meetings and presentations. Work Experience: Kim Boehler is a project manager who brings over 10 years of experience at NSS, in all three of our major consulting practice areas. She has a comprehensive understanding of agency funding needs through her work in utility rate and fee studies, utility financial management, special financing district administration, and overhead cost allocation analysis. For the past eight years, her work has focused exclusively on financial planning, cost -of -service analyses and rate design for water and wastewater utilities in California. Kim Boehler leads project teams on water and wastewater rate and capacity fee studies for our public agency clients. She has completed over 100 utility rate and fee studies, and often speaks at public workshops, industry conferences and educational seminars on related issues. City of Santa Ana �� ��11 ��77 RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25A-20 GREG CLUMPNER, PROJECT PRINCIPAL Role and Responsibilities: Greg Clumpner will work with Kim Boehler on the Evaluation of Enterprise Fund Rates and will take a key role in the Refuse Collection rate evaluation. Greg will also provide direction, guidance, and senior -level technical analysis and review. Greg will assist the project team in developing recommendations that will best fit the City's unique characteristics and issues. Work Experience: As the director of NBS' Utility Rate Study Practice, Greg Clumpner's 35 -year professional career has focused on cost -of -service rate studies for municipal water, sewer, recycled water and solid waste agencies. He regularly makes technical presentations at industry conferences and client workshops. His practice includes management -consulting assignments related to utility operations, system valuations, and feasibility studies. He also created and managed Foresight Consulting where for 6 years, his practice focused on water, sewer and solid waste rate analyses. Greg has completed over 350 similar studies during his career. Additionally, Greg often works with Prop 218 legal counsel and serves as an expert witness on utility rate legal challenges; he is intimately familiar with the legal constraints as well as when to solicit legal opinions to ensure rate alternatives will meet Prop 218 legal requirements. PABLO PEREZ, PROJECT PRINCIPAL Role and Responsibilities: If the City selects Approach #2 for the Federal Clean Water Protection evaluation, Mr. Perez will support Ms. Boehler in developing recommendations on whether or not the City should pursue a dedicated funding source for the enterprise, and what - funding mechanism(s) are best suited to the City's needs. He will also develop the per parcel cost estimates and will be present for meeting with City staff and the Council, as needed. Work Experience: Mr. Perez is a Director in NBS' Special District Consulting Group and has over 20 years of experience working with public agencies in California and. has been at the forefront of the interpretation and implementation of Proposition 218, Proposition 26 and the formation of special financing districts. He is also actively involved in the daily management of district administration operations, the preparation of the annual special assessment levies, and related projects. ADINA MCCARGO, CONSULTANT Role and Responsibilities: If the City selects Approach #2 for the Federal Clean Water Protection evaluation, Ms. McCargo will support Mr. Perez and Ms. Boehler on this study, in developing the per parcel cost estimates and performing the research and analysis associated with Task 2.1.1) in this study. Work Experience: Adina McCargo is a consultant with NBS where she forms and administers special financing districts and is actively involved with district formations and bond issuancelrefunding analysis, feasibility studies as well as daily management of district administration operations. F' ,NBS City of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25A-21 GREG HENRY, UTILITY RATE CONSULTANT Project Role and Responsibilities: Greg Henry will support the project team in data analysis and input, if needed on the tasks related to the Evaluation of the Enterprise Fund rates. Summary of Work Experience: Mr. Henry offers 6 years of experience in financial analyses, budgeting and financial and rate projections for a California municipality, as well as experience in drought planning. He serves as the primary consultant on project teams completing water and sewer utility rate studies and capacity fee analyses, including development of financial models, budget projections, establishing revenue requirements, multi-year financial plans, rate adjustment strategies, and performing cost -of -service analyses. Mr. Henry also makes presentations to City Councils, Boards and other stakeholder groups to present study outcomes and gain input on the development of financial plans and rate structures. CRAIG BREWER, UTILITY RATE ANALYST Role and Responsibilities: If the City selects Approach #2 for the Federal Clean Water Protection evaluation, under the direction of the project manager, Mr. Brewer will support the project manager in developing the financial plan for the enterprise fund, in performing data input and other analyses as needed. Work Experience: Mr. Brewer has, a Bachelor's of Science degree in Applied Mathematics and offers over two years of experience working directly with cities and special districts in California on financial analyses, large scale data analysis and database management. Description of Project Team for Cost Allocation Plan & Regulatory Fees NICOLE KISSAM, PROJECT DIRECTOR Roles and Responsibilities: Nicole Kissam will direct the work efforts of our project team for any advisement pertaining to review of allocated overhead costs and user/regulatory fees for service. She will be fully conversant in all findings and available for public events as needed. She will work closely with the City's designated project manager to monitor the schedule and delivery of work products to the City's satisfaction. While designing and directing analytical efforts, she will also provide senior -level technical analysis as warranted. Work Experience: Ms. Kissam is a Director with NBS in the Financial Consulting Group. She has 15 years' total work experience in public sector consulting, city government, marketing, and public relations. Nicole has been a financial and management consultant to local government for the majority of her career, specializing in Full and OMB A-87 compliant cost allocation plans, user and regulatory fee analysis, impact fee analysis, financial plans, and operational improvement strategy for California agencies. Nicole holds a Bachelor of Science in Business Administration from California Polytechnic State University in San Luis Obispo. Ms. Kissam has completed similar projects as requested by the City for many agencies across California. GRETA DAVIS, PROJECT MANAGER Roles and Responsibilities: Greta Davis will lead data acquisition, data collection, and data validation efforts with City's staff, and also direct specific areas of model design and prepare technical analysis supporting the determination and justification of cost allocations, and user/regulatory fees. Greta will work actively with City staff members who oversee and perform A�y � - City of Santa Ana% . �,N V RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25A-22 services under review in this effort. She will be fully conversant in all findings and will be onsite for progress, findings, and public events. She will present recommendations and findings to staff, and any other public bodies or public hearings, as specified in the Work Plan for this project. Work Experience: Ms. Davis offers over 25 years of experience in all facets of financial, organizational and operational consulting for local government clients. The majority of her professional experience includes development of Full Cost and OMB A-87 compliant cost allocation plans, and user fee analysis including establishment of realistic, customized fee recovery policies. Greta holds a Bachelor of Arts in Social Science, with an emphasis in Finance, from the University of California, Irvine. Ms. Davis has completed similar projects as requested by the City for many agencies across California. KEVIN GARDNER & ARIELLE PLOURDE, FINANCIAL ANALYSTS Roles and Responsibilities: Kevin Gardner and Arielle Plourde will perform large-scale data analysis and validation, design and implement cost allocation and user/regulatory fee models, and prepare technical outcomes at the direction of the Project Director and Project Manager. They will also facilitate data collection and reminders to City staff in order to keep projects moving along the agreed upon timeline for completion. Work Experience: All NBS Financial Analysts have a minimum Bachelors -level degree in Business, Finance, or Economics and between one to three years of professional work experience with NBS or in a related field. Full resumes are included in the Appendix Figure 1. Percentage of Staff Time Devoted to Project 1 City of Santa Ana NBE- 1 RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25A-23 SECTION 3: PROJECT UNDERSTANDING NBS' Overall Understanding and Approach to the Study We understand that the City of Santa Ana is embarking on a high-level and confidential third party Peer -review of its rates, fees, direct and indirect charges, and cross charges from other City agencies to its four enterprise funds: Refuse Collection, Water, Sanitary Sewer and Federal Clean Water Protection. In light of the increased scrutiny on utility rates due to recent Prop 218 rate -related court decisions, it is imperative to ensure the City's rates are in-Ilne with generally accepted industry standards and are defensible from a legal perspective. We realize this is an important project for the City and we have developed our proposal with this in mind. Our proposed deliverables for this project include an evaluation of whether the City's current practices align with industry standards and recommended technical approaches. Where a range of acceptable practices exists, we will endeavor to objectively describe the range. Our efforts will culminate in a report of strengths, weaknesses, and opportunities for improvement and, where appropriate, recommendations for implementation. This review consists of three major work plan components: 1. Utility Rates for the Water,, Sanitary Sewer, Refuse Collection and Federal Clean Water Protection Enterprise Funds 2. Direct, Indirect, and Cross Charges to the Enterprise Funds 3. Land Development and Permit Operation Fees Within the course of analysis of all Prop 218 and Prop 26 fees and charges, NBS will apply its decades of professional experience in the areas of developing utility rates, overhead cost allocation plans, evaluating Internal Service Fund charges, and establishing direct and indirect costs and charges. Our ultimate goal is to help the City ensure that all costs allocated to the enterprise funds are reasonable, are aligned with industry standards, and represent rational and defensible rate designs. NBS' review of fees and charges will also include fees charged for land development and permit operations, otherwise known as user and regulatory fees. These fees are governed primarily by Proposition 26, as well as subsequent government codes such as GC 66014 and GC 66016: In November 2010, California voters adopted Proposition 26 (Prop 26), which amended the California Constitution — prohibiting a local agency from adopting or increasing a levy, fee, or charge of any kind without voter approval unless a specific exemption contained in Prop 26 applies. If a levy, fee, or charge satisfies a specific exemption, it may be adopted by a simple majority of the local agency's legislative body. Permit fees for services such as improvement plan review, encroachment permit approval, and discretionary planning approvals, all fall under one of Prop 26's seven stated exceptions, the exception for Licenses and Permits: 'A charge imposed for the reasonable regulatory costs to a local government for issuing licenses and permits, performing investigations, inspections, and audits, enforcing agricultural marketing orders, and the administrative enforcement and adjudication thereof." O(� 1 City of Santa Ana 1 W BS RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 8 25A-24 Therefore, these permit (user/regulatory) fees are not subject to Prop 26's definition of a tax. The only limitation to the fee amount is that it not exceed the estimated cost of providing the service for which the fee is charged. Although NBS will coordinate data collection and review with each City department as appropriate, we will directly be reporting to the City Manager's office, which will ultimately oversee the review of, and direction provided on all alternatives and recommendations. The final work product for this study will be a confidential white paper directly addressed to the City Attorney, but also provided to, and coordinated with the City Manager's office. Our task plan and methodology for completing this scope of work is presented in the following section. Task Plan 1. KICK-OFF MEETING AND DATA COLLECTION NBS will hold a kick-off meeting with City staff to review and discuss the overall study objectives, questions, and concerns that need to be addressed, to confirm a mutual understanding of how the study will be conducted. A data request will be issued to City staff prior to the initial kickoff meeting that will list the data needed for consultants to begin the study. Types of data required from the City — The basic types of data and documents required from the City will include the following: • Annual operations budgets and projected capital improvement plan costs for each utility, and staffing schedules • Current fees, charges, and rate schedules for each utility • Prior utility rate studies • Prior studies supporting establishment of current user/regulatory fees • Documentation supporting inter -fund charges and overhead cost allocations • Total annual and monthly water sales, for the last three years • Summary of annual water revenue from fixed charges and volumetric rates • For refuse collection, the number of accounts by customer class (residential, commercial, etc.) and level of service (i.e., size of container and number of pickups per week) • For storm drainage, number of parcels subject to these fees and type of parcel 2. ASSESSMENT OF ENTERPRISE FUND RATES, FEES & CHARGES NBS will work with City staff to perform an evaluation of the existing rate and fee structures, direct and indirect charges, cross charges from other City agencies, and Proposition 26 and 218 validation processes to evaluate the strengths, weaknesses, and opportunities for improvement to strengthen the City's legal and financial standing'. NBS will meet with each department separately to discuss their initial perspectives on the concerns and issues that will be addressed in this study. Once an initial evaluation is complete, NBS will review the City's current practices against decades of professional experience performing cost allocation, cost of ' Since we are not attorneys, NBS does not provide legal advice or legal opinions; we assume the City Attorney's office will provide all legal review— NBS will coordinate such review with the City Attorney. .q� City of Santa Ana k)NBS RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 9 25A-25 service, and rate and fee analysis to provide an assessment of strengths and opportunities for the City's review. The following tasks are planned for this evaluation: 2.1. EVALUATION OF ENTERPRISE FUND RATES NBS will review the utility rates for the City's four enterprise funds: Water, Sanitary Sewer, Refuse Collection, and Federal Clean Water Protection. This review will determine whether current practices are generally consistent with industry standards and legal requirements, such as Proposition 218, and where appropriate, will discuss ranges of acceptable practices. We will provide recommendations on changes, if needed, to the City's utility rate structures, and costs shared between funds. This scope of services is not proposing to calculate new utility rates for the City; but rather, to provide experienced professional opinions aiding the City's approach in the future to developing its utility rates. The result of this effort will be an analysis of known or found improvements, which will allow City staff to plan for and incorporate changes in future utility rate setting processes. NBS will review the following information as part of this process: Existing rate structures — specifically rate design • Budgeted revenues and expenditures • 2014 Water and Sewer Rate Studies, and other similar studies available for the other enterprise funds and in particular the impacts that more recent Prop 218 court decisions may have related to the cost -basis for rates • How refuse services are provided, and potentially the cost -basis for current refuse rates, which may include reviewing Refuse Collection Service Agreements • Proposition 218 validation processes Our approach to the utility rate evaluation for the four enterprise funds, is described in the following two subtasks. 2.1.A, B and C: Water, Sanitary Sewer and Refuse Collection Rate Evaluation NBS will perform the following subtasks (i.e., A, B and C) for the Water, Sanitary Sewer and Refuse Collection rate evaluation: Conduct an Orientation Meeting with City Staff - NBS will participate in a meeting with City staff from each department, as appropriate, to discuss staffs pre -identified issues to be addressed through the course of these services and NBS' initial observations. We will also establish initial subsequent steps to continue the review and/or coordinate additional input needed from City staff will be identified. Document Existing Conditions — NBS will review the City's current utility rate schedules, rate studies, budgets, and any other supporting analyses and/or documentation supporting the City's utility rates. Acquire a broad understanding of each enterprise fund's operations, current rate structures, known issues/deficiencies in current rates, known areas for improvement, and availability of customer usage data. NBS will summarize key findings and coordinate review of this summary with City staff to ensure mutual understanding of current practices. ri—r B �mss- City of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 10 25A-26 Document Evaluation of and Recommendations Regarding Current Practices - Provide the relevant sections of a draft confidential white paper to City Manager's office documenting strengths, weaknesses, and any recommended changes to current City practices. Once City Manager's office has reviewed this document, we will facilitate a discussion of the findings and recommendations. Assume one comprehensive round of review and edit to the draft report. 2.1.1): Federal Clean Water Protection Enterprise Feasibility. Analysis Background on Stormwater Funding - There is not broad consensus within the industry on how to pay for Federal Clean Water (or, storm drain, stormwater) costs, or what type of rate or fee structure should be used. Some of the funding mechanisms that have been and are currently used include sewer rates, water rates, solid waste rates, street sweeping charges, and separate storm drainage utility charges. The City currently funds this enterprise with charges from the Water, Sanitary Sewer and Refuse Collection enterprises and a series of user and regulatory fees. NBS will work with City staff to evaluate the current sources and uses of funds related to the Federal Clean Water Protection enterprise, and future NPDES permit requirement costs, and evaluate the strengths, weaknesses, and opportunities for improvement in current practice. This evaluation will also lay out potential funding options to ensure the enterprise has stable revenues in the long -run. Below there are two options for the Federal Clean Water Protection evaluation. Approach #1 In this option, NBS will take the same approach to this evaluation as noted in Task 2.1.A, B and C, for the Water, Sanitary Sewer and Refuse Collection enterprises. NBS will perform the following subtasks for the Federal Clean Water Enterprise evaluation, if the City chooses this approach: Conduct an Orientation Meeting with City Staff - NBS will participate in a meeting with City staff from the department, as appropriate, to discuss staffs pre -identified issues to be addressed through the course of these services and NBS' initial observations. We will also establish initial subsequent steps to continue the review and/or coordinate additional input needed from City staff will be identified. Document Existing Conditions — NBS will review the City's current fee schedule, budgets, revenue sources and any other analyses and/or documentation supporting how the City is currently funding this enterprise. Acquire a broad understanding of the enterprise fund's operations, current revenue sources, known issues/deficiencies, known areas for improvement, and availability of customer data. NBS will summarize key findings and coordinate review of this summary with City staff to ensure mutual understanding of current practices. �` BS City of Santa Ana tl9i RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 11 25A-27 Document Evaluation of and Recommendations Regarding Current Practices - Provide the relevant sections of a draft confidential white paper to City Manager's office documenting strengths, weaknesses, and any recommended changes to current City practices. Once City Manager's office has reviewed this document, we will facilitate a discussion of the findings and recommendations. Assume one comprehensive round of review and edit to the draft report. Approach #2: In this option, NBS will take the a more detailed approach to this evaluation than is noted in Approach #1, and will include additional tasks such as: developing a financial plan and preliminary per parcel cost estimates, for a potentially new dedicated funding source. NBS will perform the following subtasks for the Federal Clean Water Enterprise evaluation, if the City chooses this approach: Conduct an Orientation Meeting with City Staff - Consultants will participate in a meeting with City staff to discuss in detail, staffs pre -identified issues to be addressed through the course of these services and NBS' initial observations. At this session, initial subsequent steps to continue the review and/or aid City staff work will be identified. Prepare Financial Plan: NBS will prepare a detailed financial plan for the Federal Clean Water Enterprise that will provide the City with a "financial road -map" for the fund. This plan will lay out funding for capital improvements, repair and replacement needs, annual operating expenses, and reserve fund replenishment. We will work with Cfty staff to evaluate the "nexus" between Federal Clean Water Protection Costs and the benefits customers in the Water, Sanitary Sewer and Refuse Collection enterprises receive from this program. The financial plan will detail the enterprises' financial obligations and determine if any costs should be funded with a new funding source. Financial plan deliverables will include: • 10 -year financial projections model. Summary of current and projected net revenue requirements. • Review and recommend reserve fund targets, such as those for O&M and capital replacement. • Projected year-end reserve fund levels. • Calculated debt service coverage ratios (if applicable) Develop Preliminary Per Parcel Cost Estimates: NBS will develop preliminary estimates of the per parcel cost to fund the City's Federal Clean Water Enterprise, through a new dedicated funding source. We will evaluate two options for the City's consideration for funding the facilities: either a property -related fee or a special tax. The fees developed in this analysis will be preliminary estimates of the annual cost to property owners and will be based on property type2 (that is, single-family, multi -family, commercial, etc.). We will provide a discussion of the of the relative merits (pros and cons) of the various methods available for funding the City's drainage facilities, and our recommendation on what method best meets the City's needs. Prepare a Technical Memorandum: NBS will prepare a technical memorandum for review by City Staff that summarizes our findings and recommendations for the financial plan and funding Y This analysis will not develop a fee based on impervious surface area, orrunoff factors. if the City decides to proceed with implementing a new funding source for the Federal Clean Water Enterprise, a more detailed analysis will need to be conducted at that time which can include an evaluation of a fee based on impervious surface area and other factors, pending the availability (or development) of the required data. �ILN City of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 12 25A-28 mechanisms. Sufficient information will be provided in the report for staff, the Council and the public to review and understand the study. The technical memorandum will include: A discussion of the project and relevant findings Recommendations for establishing a dedicated funding source Overview of the financial plan Boundary map Overview of potential implementation tasks Proposed timeline/critical path for implementation 2.2 EVALUATION OF DIRECT AND INDIRECT CHARGES AND CROSS CHARGES NBS will perform a professional review of all direct and overhead allocations received by, or charged by, the enterprise funds, as well as all cross charges from City agencies allocated to the enterprise funds. This review will determine whether current practices are consistent with industry standards and provide recommendations, if needed, to the City's mechanics of sharing costs between funds, departments, divisions, or programs. NBS will also consider whether practices In place are in line with either the basic guidelines of Title 2, Code of Federal Regulations, Part 225, Cost Principles for State, Local, and Indian Tribal Governments (formerly known as OMB A-87), depending on the City's preference. This scope of services isnot proposing,to calculate new internal service fund rates or cross -charges for the City; but rather, to provide experienced professional opinion aiding the City's approach to maintaining and enhancing Hs systems independently. The result of this effort should be a time- and cost-effective analysis of known or found improvements to enable City staffs subsequent update to their own analytical tools. NBS will complete the following tasks in satisfying the core objective of this effort: 2.2.A: Conduct an Orientation Meeting with City Staff Consultants will participate in a meeting with City staff to discuss in detail, staffs pre -identified issues to be addressed through the course of these services and NBS' initial observations. At this session, initial subsequent steps to continue the review and/or aid City staff work will be identified. 2.2.13: Understand Existing Conditions Review current charges in use by or affecting the enterprise funds, including review of the City's existing supporting analyses and/or documentation supporting all direct and indirect charges to and from the utilities, or between utilities. Communication with City staff will supplement review to ensure mutual understanding of current practices before recommendations are documented. 2.2.C: Document Findings and Recommendations Provide the relevant sections of the draft confidential white paper, documenting strengths and/or recommended changes to current City practices. Distribute to City Manager's office and facilitate a discussion to finalize and support implementation. Assume one comprehensive round of review and edit to the draft report. 2.2.D: Support and Review Analytical Modifications Remain available to support City staff's implementation of proposed recommendations for a specified number of hours over conference call and/or email. I BSRCityFP of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 13 25A-29 2.3 EVALUATION OF LAND DEVELOPMENT AND PERMIT OPERATION FEES NBS will perform an experienced professional review of all land development permitting fees (user/regulatory fees) that are charged by the enterprise funds in support of development review activities. In general, the scope of services includes all fees for service that can be analyzed on a time estimate per activity basis. Taxes, penalties, fines, and fees regulated or set by the State, as well as development impact fees and utility rates would be excluded from this portion of our analysis. The following is our detailed User Fee Study Work Plan for the City's review. 2.3.A: Conduct an Orientation Meeting with City Staff Consultants will participate in a meeting with City staff to discuss in detail, staffs pre -identified issues to be addressed through the course of these services and NBS' initial observations. At this session, initial subsequent steps to continue the review and/or aid City staff work will be identified. 2.3.B: Understand Existing Conditions Review the City's current list of fees as well as the City's existing supporting analyses and/or documentation supporting fees. Acquire a broad understanding of each enterprise fund's organization, performance of core services, functions of service, staffing structure/lines of command, current fee structures and systems, known issues/deficiencies in current fees, known areas for new fees, and availability of existing time -tracking and volumetric data. Communication with City staff will supplement review to ensure mutual understanding of current practices before recommendations are documented. 2.3.C: Document Findings and Recommendations Provide the relevant sections of the draft confidential white paper, documenting strengths and/or recommended changes to current City practices. Distribute to City Manager's office and facilitate a discussion to finalize and support implementation. Assume one comprehensive round of review and edit to the draft report. 2.3.D: Support and Review Analytical Modifications Remain available to support City staffs implementation of proposed recommendations for a specified number of hours over conference call and/or email. 3. FINAL CONFIDENTIAL WHITE PAPER At the conclusion of this review, and after discussions with City Manager's office on findings and recommendations, NBS will prepare a final confidential white paper that will be addressed to the City's project manager and legal counsel. This white paper will include documentation of the strengths, weaknesses, and any recommended changes to current City practices, with regard to: • Water, Sanitary Sewer and Refuse Collection Rates • Summary of the findings and recommendations made in the Federal Clean Water Enterprise Feasibility Analysis • Direct, Indirect and Cross Charges for Enterprise Funds and other City Agencies • Land Development and Permit Operation Fees charged by the Enterprise Funds This white paper will be a comprehensive study report that encompasses all aspects of the study in a single document. This will also be the sole work product from this study and will only be provided to the City Manager's office, but will officially be addressed to the City Attorney. qy,' ��•,- City of Santa Ana A it 4� RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 14 25A-30 An executive summary and introduction will present the purpose and results of this comprehensive review of the City's enterprise fund rates, fees and directlindirect and cross charges from other City Agencies. Tables, graphs, and charts will be used as appropriate, but the emphasis will be on providing a clear, concise and understandable paper that addresses: Overall study methodology, with reference to Industry Best Management Practices, Proposition 218 and 26. Matrix and narrative of study findings, strengths and recommendations for changes in rate and fee structures and how directtindirect and cross charges are applied to the four enterprise funds. Appropriate figures and tables summarizing key aspects and results of the study. If it is determined in Task 2.1. D that the City should establish a new funding source (such as a new property related fee or special tax) for the Federal Clean Water Enterprise, the financial plan and preliminary per parcel cost estimates and will be Included in the separate technical memo described for that task. As with the white paper, this memo will be addressed to the City Attorney and directly provided to the City Manager's office. Figure 2 below shows a sam le matrix of how this assessment would support the narrative explanation of NBS' technical memorandum for the water utility. Similar matrices will be developed for the sanitary sewer and refuse utilities. Figure 2. Example of Initial Assessment Matrix rr Evaluate customer characteristics: no. meters by City will evaluate 7/A1 iesclain rate equities in rate Easy to administer meter size, consumption consultants initial payer s. are based on patterns, and peaking factors by results of this le User Class customer class. analysis, and stomers aredetermine Easy to understand/ Determine cost of providing the feasibility of subject to the same explain to customers. service to each customer class. implementing rates rates Develop rates that recover the for each customer full cost of service from each class. customer class. City agrees and Revenue to utility Is gills are minimized Develop a rate structure that directs consultants to highly variable/ for low water users collects more revenue from fixed develop rates in this unstable. charges. manner. High Percentage of Will create a need for Consider Implementing drought Initial agreement from Revenue Collected larger rate increases Gives customers rates or conservation City, will determine from Volumetric in the long -run if more control over surcharges that will enhance billing system Rates deficiency is not their water bill. revenue collection as capability. corrected. conservation Increases. Establish a rate stabilization City agrees and will reserve that can be used when evaluate consultants water sales are low. funding options. %,))NB • City of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment IS 25A-31 4. MEETING WITH CITY STAFF AND CITY COUNCIL NBS will attend and present at one (1) meeting with City staff to review the final results of this assessment, and one (1) meeting with the City Council to review the findings and recommendations of our evaluation. Please note: the number of meetings we have proposed for this effort is a preliminary estimate of what we believe will be required to complete this study. This can be adjusted at any time as needed by City staff. Qip���• Cry of Santa Ana ` } 1 �1 RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 16 25A-32 SECTION 4: RELEVANT PROJECT EXPERIENCE The following is a sampling of California municipal agencies for whom our proposed team has completed (or been recently selected to complete) projects similar to the City's study. • Agoura Hills • Alameda • American Canyon Fire Protection District • Association of Bay Area Governments • Arvin • Avila Beach CSD • Belmont • Benicia • Brea • Calaveras County Water District • California Fire & Rescue Traininghuthority, , • Camarillo • Carlsbad • Chula Vista • Clearlake • Colton • Concord • Contra Costa County • Cucamonga Valley Water District • Culver City • Desert Water Agency • Dixon • East Palo Alto • East Valley Water District • Emeryville • EI Dorado Irrigation District • Escondido • Fairfield • Fort Bragg • Fountain Valley • Greenfield • Half Moon Bay • Hidden Valley Lake Community Services District • Humboldt Community Services District • Huntington Beach • Indio • Lancaster • Lincoln • Livermore • Los Altos • Los Angeles • Martinez • Merced • Moraga-Orinda Fire Protection District • Moreno Valley • Morgan Hill • Napa • National City • Palmdale • Pasadena • Patterson • Petaluma • Rancho Santa Margarita • Redding • Richmond • Riverside • Rocklin • Sacramento • Sacramento Metropolitan Fire District • Sacramento Public Library Authority • San Carlos • San Diego • San Francisco Municipal Transit Authority • San Jose • San Juan Capistrano • San Luis Obispo . • Santa Clara County • Santa Cruz • Santa Paula • Sausalito • Seal Beach • Seaside • Sierra Madre • Solano Irrigation District • Solvang • Stanislaus Consolidated Fire Protection District • Sunnyvale • Taft • Thousand Oaks • Town of Atherton • Town of Colma • Town of Portola Valley • Tulare • Tuolumne Utilities District • Turlock • Tustin • Vallejo • Ventura • Victorville • Waterford • Winters Please see Section 6 References for specific project descriptions and contact information �I V BS City of Santa Ana � RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25A-33 17 SECTION 5: SCHEDULE The following Is an overview of our proposed project schedule. We will discuss a detailed schedule at the klckoff meeting, along with the expected timing for individual tasks. While the project team for this study will have multiple projects In progress at the time this study will be completed, our team is fully committed to this study and will balance the priorities of this project with other work in progress. Figure 1 In our proposal provides an estimate of the number of hours required by each team member and percentage of workload for the project period. This page Is Intentionally formatted differently (landscape) than rest of the oronosel in Imnmva t..;hmv.,'sy yQIpiBS qty No. 17-081 Co ��Y 67 AFP No.i7-0elComprehenslve PrapasiNon 218 Fees anE Charges Compliance Assessment 25A-34 SECTION 6: REFERENCES Please see Attachment 4 attached with additional pages including more detailed descriptions of scope of services for each reference. D N BS City of Santa Ana RFP No, 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 19 25A-35 Appendix ATTACHMENT 4 Page 1 of3 REFERENCES CITY OF'SANTA ANA REQUEST FOR PROPOSALS COMPREHENSIVE PROPOSITION 218 FEES AND CHARGES COMPLIANCE ASSESSMENT COMPLIANCE ASSESSMENT RFP NO.: 17-081 List five (5) references and describe fully the services performed by your firm which demonstrate your ability to provide the services included in the scope of the proposal.Attach additional pastes if required. The City reserves the right to contact each of the references listed for additional information. Reference Customer Name: City of Redding Address: 777 Cypress Avenue Redding, CA 96001 Contract Amount:.. $153,000 Brief description of scope or services provided: Contact Individual: Brian Crane, Public Works Director Phone Number: (530) 245-7155 Facsimile Number: Not Available Year: 2016 / Previous study completed 2014 Utility Rate Program Update (further detail on each project is attached) Reference Customer Name: City of Vlctorville Address: 14343 Civic Drive . Victorville, CA 92393 Contract Amount: $200.000 Brief description of scope or services provided: Director of Public Contact Individual: Doug Mathews, Works and Water Phone Number: (760) 243-6332 Facsimile Number: Not Available Year: 2015 to Present Water Rate Study, Sewer and Recycled Water Rate and Capacity Fee Study Storm Drain Feasibility Study Reference Customer Name: City of Victorville Address: 14343 Civic Drive Contract Amount: $25,000 Contact Individual: Joe Haggard Phone Number: (760) 955-5000 Facsimile Number: Not Available Year: 2016 - Present Brief description of scope or services provided: __. Overhead Cnst Allnnatinn Pias THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP 17-081 Page 27 25A-36 Appendix ATTACHMENT 4 Continued Page 2 of 3 REFERENCES CITY OF SANTA ANA REQUEST FORPROPOSALS COMPREHENSIVE PROPOSITION 218 FEES AND CHARGES COMPLIANCE ASSESSMENT COMPLIANCE ASSESSMENT RFP NO.: 17-081 List five (5) references and describe fully the services performed by your firm which demonstrate your ability to provide the services included in the scope of the proposal. Attach additional gages if required. The City reserves the right to contact each of the references listed for additional information. Bevert Marshall, formerly - WCMD Finance & Reference Administrative Services Director West County Wastewater Currently—General Manger of Customer Name: District (WCWD) Contact Individual: Sewer Authority Mid-Coastside Address: 1000 Cabrillo Hwy N., Half Moon Bay, CA 94019 (at Sewer Authority Mid-Coastside) Contract Amount: $180,000 Brief description of scope or services provided: Reference City of Los Angeles, Customer Name: Dept of City Planning Address: 1200 N. Spring St, Room 525B Los Angeles, CA 90012 Phone Number: (650) 726-0124 Facsimile Number: (650) 726-7833 Year: 2010 - Present Contact Individual: Jan Zatorski, Deputy Director Phone Number: (213) 978-1273 Facsimile Number: Unknown Contract Amount: $65,000+ Year: 2011 - Present Brief description of scope or services provided: User and Regulatory Fee Studies Reference Customer Name: Desert Water Agency Address: 1200 S. Gene Autry Trail Palm Springs, CA 92264 Contact Individual: Martin Krieger, Finance Director Phone Number: (760) 323-4971 Facsimile Number: Not Available Contract Amount: $100,000+ Year: 2010 - Present Brief description of scope or services provided: Water, Recycled Water and Sewer Rate Study THIS FORM MUST BE COMPLETED A14D INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP 17-081 Page 27 25A-37 Appendix ATTACHMENT 4 Continued REFERENCES Page 3 of 3 CITY OF SANTA ANA REQUEST FOR PROPOSALS COMPREHENSIVE PROPOSITION 218 FEES AND CHARGES COMPLIANCE ASSESSMENT COMPLIANCE ASSESSMENT RFP NO.: 17-081 List five. (5) references and describe fully the services performed by your firm which demonstrate your ability to provide the services included in the scope of the proposal. Attach additional Pages if required. The City reserves the right to contact each of the references listed for additional information. Reference Customer Name: Rowland Water District Address: 3021 South Fullerton Road, Rowland Heights CA Contract Amount: $70,000 Contact Individual: Sean Henry, Finance Officer Phone Number: (562) 697-1726 Facsimile Number: Not Available Year: 2016 to 2017 Brief description of scope or services provided: Water and Recycled Water Rate and Capacity Fee Study Reference Customer Address: Contract Amount: Brief description of scope or services provided: Reference Customer Address: Contract Amount: Brief description of scope or services provided: Contact Individual: Phone Number: Facsimile Number: Year: Contact Individual: Phone Number: Facsimile Number: Year: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE City of Santa Ana RFP 17-081 Page 27 25A-38 Attachment 4 References — Additional Pages Reference #1: Customer Name: City of Redding Contact Individual: Brian Crane, Public Works Director Address: 777 Cypress Avenue, Redding, CA 96001 Phone Number: (530) 245-7156 Facsimile Number: Not Available Email: bcrane@ci.redding.ca.us Contract Amount: $153,000 Year: 2016 with Previous Study Completed in 2014 Brief description of scope or services provided: Utility Rate Program Update In 2014, NBS completed a rate study, including revenue requirements, cost -of -service analysis, and rate design for the City's water, sewer and solid waste utilities. While the overarching purpose was to sufficiently fund projected operational and capital improvement costs, a thorough review of rate design was also a primary concern. Recommended rates and impact fees from the 2014 study were adopted and implemented. In 2016, the City retained NBS to update the 2014 study for the water, sewer, and solid waste rates, with a focus on the legal concerns of Prop 216 court cases, particularly the cost -based tiers for water rates. This study also carefully considered projected consumption levels, since the City's total annual consumption has continued to decline the last several years in response to drought conditions. Another key aspect of the rate study was working with a Citizens Advisory Group that reviews and provides recommendations to the City Council. The committee's concerns included financial/rate setting policies, details of the financial plans and revenue requirements, and developing legally defensible rate design alternatives. In light of the San Juan Capistrano decision that placed more demanding cost -basis requirements on water rates. Based on NBS' recommendations, the City decided to switch to a uniform (single -tier) rate design rather than retain a multi -tiered rate design. In 2017, the City has again retained NBS to update their development impact fees, reflecting their continued confidence in NBS' ability to effectively complete these studies. I See Capistrano Taxpayers Association V. City of San Juan Capistrano, Fourth District Court of Appeal, Division three, April 18, 2016. This court ruling requires that tiered water rates demonstrate a clear "cost -basis". � 11MB -RF City of Santa Ana % �'�� P No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 23 25A-39 Reference #2: Customer Name: City of Victorville Contact Individual: Doug Matthews, Director of Public Works and Water Address: 14343 Civic Drive, Victorville, CA 92393 Phone Number: (760) 243-6332 Facsimile Number: Not Available Email: dmathews@ci.victorville.ca.us Contract Amount: $200,000 Year: 2015 to Present Brief description of scope or services provided: Water Rate Study, Sewer and Recycled Water Rate and Capacity Fee Study, Storm Drain Feasibility Study In 2016, NBS completed a Water Rate Study, for the City of Victorville. The main concerns addressed in the water rate study include developing a capital funding plan that includes over $55 million in rehabilitation and replacement projects, updating the water rate structure to one based on Industry standards, that transitions from a consumption -based fixed charge to one that is based on meter size, and developed drought rates. A key part of this Study was working with the Board of Directors in several workshops where they reviewed rate alternatives and provided recommendations on the development of new water rates, and ultimately gaining their support to adopt new water rates and fully -fund the needs of the utility. Earlier this year, NBS completed a Storm Drain Feasibility Study to evaluate the City's costs related to its storm drain program and provide funding options, based on the specific costs that need to be funded and the City's unique needs. The ultimate recommendation of this study is to implement a special tax to supplement existing funding for the program. In addition, NBS is in the process of completing a Sewer and Recycled Water Rate and Capacity Fee Study for the City of Victorville. Main issues that are being addressed in this study are developing capital funding plan that includes over $37 million in rehabilitation and replacement projects and updating the sewer rate structure to incorporate a volumetric component to commercial sewer rates. Other issues include developing rates for the City -owned industrial wastewater treatment plant, including pretreatment program charges. ON®�v- City of Santa Ana G�9977 RFP No, 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 24 25A-40 Reference #3: Customer Name: City of Victorville Contact Individual: Joe Haggard, Technology Officer Address: 14343 Civic Drive, Victorville, CA 92393 Phone Number: (760) 955-5000 Facsimile Number: Not Available Email: jhaggard@victorville.ca.gov Contract Amount: $25,000 Year: 2016 to Present Brief description of scope or services provided: Overhead Cost Allocation Plan. NBS completed a full cost and OMB cost version of an overhead cost allocation plan for the City of Victorville. Reference #4: Customer Name: West County Wastewater District (WCWD) Contact Individual: Beverii Marshall, formerly - Finance and Administrative Services Director of WCWD, Currently— General Manger of Sewer Authority Mid-Coastside Address: 1000 Cabrillo Hwy N., Half Moon Bay, CA 94019 (at Sewer Authority Mid-Coastside) Phone Number: (650) 726-0124 Facsimile Number: (650) 726-7833 Email: bmarshall@samcleanswater.org Contract Amount: $180,000 Year: 2010 to Present Brief description of scope or services provided: Wastewater Rate Study (including subsequent updates), Wastewater Capacity Fee Study, User and Regulatory Fee Study NBS has been working with West County Wastewater District since 2010, on its rate and fee program. In 2012, NBS completed a Sewer Rate study for the District and has performed several subsequent updates as the Capital Improvement Program was updated to incorporate changes from the recent Master Planning effort. As part of this work, NBS developed capacity fees for the District to incorporate the new Capital Improvement Program costs. NBS also established user and regulatory fees charged by the District for reviewing, approving, and inspecting construction projects for private residential and commercial development. This fall, NBS will begin a new wastewater rate and capacity fee study for the District. Additionally, NBS administers the District's sewer service charges. Our staff calculates the annual sewer service charges for the District, places the charges on the county tax roll, and prepares and mails Proposition 218 notices when new rates are adopted. N BS City of Santa Ana p .p RFP No. 17.081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25 25A-41 Reference #5• Customer Name: City of Los Angeles, Department of City Planning Contact Individual: Jan Zatorski, Deputy Director Address: 1200 N. Spring St, Room 525B, Los Angeles, CA 90012 Phone Number: (213) 978-1273 Facsimile Number: Not Available Email: jan.zatorski@lacity.org Contract Amount: $65,000+ Year: 2011 to Present Brief description of scope or services provided: User and Regulatory Fee Studies NBS is currently under contract and nearing completion of a comprehensive review of all Department of City Planning hourly rates and fees for services. Key consulting tasks include development of a deliverable fully burdened hourly rate model, recommendation regarding a fair and equitable fee structure for specialized services, and consideration of an appropriate fund balance for off peak demand cycles. Previously, in 2013, NBS was selected by the Department to provide on-call consulting services related to development of a Case Management fee structure for development review services, as well as a comprehensive fee analysis that is still ongoing and in the process. In 2011, NBS was selected by the City of Los Angeles' Planning Department to study fully burdened hourly rates and fee structure policies related to provision of expedited project review . services. Key consulting tasks include development of a deliverable fully burdened hourly rate model, recommendation regarding a fair and equitable fee structure for specialized services, and consideration of an appropriate fund balance for off peak demand cycles. Prior to joining NBS, Nicole Kissam and Greta Davis completed a comprehensive fee analysis for this Department, as well as a study of EMS costs to providing services for the Fire Department. OZ)R.SpS City RFP of Santa Ana �� GL�3�7 RFP No. 17-081 Comprehensive proposition 218 tees and Charges Compliance Assessment 26 25A-42 Reference #6: Customer Name: Desert Water Agency Contact Individual: Martin Krieger, Finance Director Address: 1200 S. Gene Autry Trail, Palm Springs, CA 92264 Phone Number: (760) 323-4971 Facsimile Number: Not Available Email: marlin@dwa.org Contract Amount: $100,000+ Year: 2010 to Present Brief description of scope or services provided: Water, Recycled Water and Sewer Rate Study NBS recently completed a new Water, Recycled Water and Sewer Rate Study for the Agency, and has been working with the Agency since 2010 on its utility rate program. The main concerns addressed in the 2016 study were providing more revenue stability for the potable water utility (rates were previously over $0% volumetric), ensuring rates are sufficient to support the $45 million capital improvement program over the next 5 years, maintaining sufficient reserve funds, and retaining the Agency's uniform volumetric water rate. To address recent conservation requirements, we developed drought rates for the Agency that can be implemented, if more severe drought stages occur. Forthe Reclaimed Water and Wastewater utilities, the key issues addressed were developing rates that fully fund utility operations, maintenance, capital replacement costs, and establishing reserve targets for these enterprises that are separate from the Agency's main potable water operation. N BS City of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 27 25A-43 Reference #7: Customer Name: Rowland Water District Contact Individual: Sean Henry, Finance Officer Address: 3021 South Fullerton Road, Rowland Heights, CA Phone Number: (562) 697-1726 Facsimile Number: Not Available Email: shenry@rowlandwater.com Contract Amount: $70,000 Year: 2016 to 2017 Brief description of scope or services provided: Water and Recycled Water Rate and Capacity Fee Study NBS recently completed a Water and Recycled Water Rate and Capacity Fee Study for Rowland Water District. When the study began, the District was projecting an operating loss and was not expected to meet its required debt coverage ratio without a rate increase. A key objective in this stydy was to develop potable water rates that collect a greater percentage of revenue from fixed charges to ensure long-term revenue stability for the District. Other objectives included developing cost -based tiered volumetric rates, drought rates to coincide with the District's Water Shortage Contingency and surcharges for customers in various elevations zones. For the recycled water system, the main objectives were to develop a method for allocating costs in the District's budget to the potable and recycled water systems and to establish a financial plan that achieves the District's goal to have recycled water customers bear a greater percentage of their costs. NBS supported District staff in a Board workshop to obtain approval to move forward with the Proposition 218 process and at the public hearing to adopt new rates. In this study, NBS also developed new water capacity fees, based on meter, size, to replace the District's previous acreage supply fee. The main objective was bringing the fees for new development in line with industry standards. N 1135 City of Santa Ana ��1 i� RFP No. 17-081 Comprehensive P ropositlon 218 Fees and Charges Complia nce Assessment 28 25A-44 SECTION 7: FEE As requested in the RFP, the Fee Proposal has been included under a separate cover and titled as indicated. NESSCityRFP of No.17Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 29 25A-45 APPENDIX This appendix contains • Appendix A: Full Resumes for Proposed Project Team • Certification Forms requested in the RFP: o Appendix B: Attachment 3-1 Non -Collusion Affidavit o Appendix C: Attachment 3-2 Non -Lobbying Certification o Appendix D: Attachment 3-3 Non -Discrimination Certification qD®�- City of Santa Ana !1 RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 30 25A-46 APPENDIX A: PROPOSED PROJECT TEAM RESUMES O NBS Qty of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 31 25A-47 GREG CLUMPNER �'���� Project Principal wnamm•.m., RESUME HIGHLIGHTS 35 years of experience in financial and economic analyses Consulting practice focuses on municipal water, sewer, and recycled water utilities Completion of over 350 rate studies to date EDUCATION • M.S., Agricultural/Managerial Economics, U.C. Davis, 1983 • B.S., Environmental Planning, UC. Davis, 1977 PROFESSIONAL AFFILIATIONS • Vice -Chair,, City of Davis Utility Rate Advisory Committee • Former Chairman, City of Davis Planning Commission • Past President, Sacramento Economics Roundtable • Association of California Water Agencies (ACWA), Member • American Water Works Association (AWWA), Member RECENT SPEAKING ENGAGEMENTS "You have done a greatjob on this project, especially with the challenges we faced. I would be happy to serve as a client reference whenever needed in the future. Please have any of your prospective clients call me." EL DORADO IRRIGATION DISTRICT JIM ABERCROMBIE GENERAL MANAGER [Greg Clumpner served as the Proled Manager In completing a Cost-of-servics Study of Water, Sewer, and Recycled Water Rates for the Distdctl • "Cadillac Desert or Ford. Pinto Desert? An Update on Water Finances in California" — CSMFO, Spring Conference, March 1, 2016 "Fiscal Health vs. Pricing for Conservation" — ACWA Fall Conf., Indian Wells, CA, Dec. 2015 • "What's in Your Rates? Drought? Recycled Water? Social Justice?" — AWWA/ACE 2015 National Conference, Anaheim, CA, June 2015 • "The California Drought — What's in Your Rates?" — CSMFO 2015 Annual Conf. • "Water Rates: Fairness, Equity and'Social Justice'?", NBS Primer, 2014 • "The'Perfect Storm' or the'New Normal'? Meeting the Challenges of Maintaining Financial Viability", Utility Management Conference, Miami, February 2012 • The New Financial Reality, ACWA Spring Conference, Sacramento 2011 BIOGRAPHY Greg Clumpner's 35 -year professional career has focused on financial, economic, and cost -of - service rate analyses for municipal water, sewer, recycled water and solid waste agencies. He regularly presents technical papers at industry conferences and client workshops. His practice has increasingly focused on management consulting related to municipal utility operations and capital improvements. Utility Cost -of -Service Rafe Studies: Mr. Clumpner has prepared more than 200 multi- year financial plans, cost -of -service analysis, and rate design studies as well as conservation -oriented water rates, funding analysis for water, sewer, and solid waste utilities. These rate studies have primarily been for California clients, although he has also completed projects in Malaysia, Sri Lanka, Egypt, and Mexico. ® Management Consulting & Strategic Planning: His management consulting and strategic planning experience includes system operations, financial analyses, and long- term funding strategies for municipal agencies. He also has an extensive background in system valuations of capital facilities and systems, facility acquisitions, and municipal versus private operations. Ai V 13 % O I ty City of Santa Ana I RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 32 25A-48 Project Financing/Bond Feasibility Studies: His financing/bond feasibility study experience includes successfully preparing bond feasibility reports resulting in the issuance of more than $500 million in revenue bonds to finance the acquisition or construction of municipal facilities. SAMPLE OF RELEVANT PROJECTS City of Redding, CA— Water, Sewer, and Solid Waste Rate and Impact Fee Study. NBS completed an extensive and highly visible cost -of -service study of water, sewer, and solid waste rates and system capacity charges in 2013 that addressed City policies and overall objectives in developing rate structure alternatives. A key part of this study was working with a City Council - appointed Citizens Advisory Group that reviewed rate alternatives and provided recommendations to the Council. Key tasks included preparing financiallrate setting policies, financial plans, projecting net revenue requirements, cost -of- service analyses, and alternative rate designs. NBS updated this study in 2016. Client project manager: Brian Crane, Public Works Director. Phone: 530.245.7155 bcrane@chredding.ca.us. City of Pasadena, Expert Witness Testimony— related to litigation against the City of Pasadena by its outside water customers that has been ongoing for several years, NBS has prepared an analysis of outside surcharges for the purpose of defending the City's against this challenge. EI Dorado Irrigation District, Placerville, CA —Water, Sewer, and Recycled Water Cost -of - Service and Rate Design Study. Greg Clumpner conducted an extensive and high -visibility cost - of -service study of water, sewer, and recycled water rates, including working with a 10 -person cost -of -service study committee and regular updates with the district board. Key tasks include reviewing existing and recommending changes to financlallrate setting policies, alternative rate design methodologies, and recommended water, sewer, and recycled water rates. Client project manager: Jim Abercrombie, EID General Manager. Phone: 530-642-4055. jmabercromble@ejd.org Valley of the Moon Water District, Sonoma, CA — Water Rate Study. This comprehensive rate study evaluated the District's rate structure along with zonal elevation charges. Water consumption data and billing records provided the basis for developing rate and cost allocation alternatives, with the intent of improving revenue stability. Client contact: Dan Muelrath, General Manager. Phone: 916.725.6873. Desert Water Agency, Palm Springs, CA— Water Rate Analysis to Address Tribal/Non-Tribal Rates. In 2012, when the District was preparing for a new budget cycle, NBS reviewed the District's internal update to the utility rate model, to ensure that the rate model was generating accurate outcomes and that the Water utility was on track to implement the planned rate increases for the next 2 years. In 2013, NBS started a specialized rate study to determine water rates for Tribal and Non -Tribal lands under a new Federal law restricting local agency charges to Tribal lands and residents. Client contact: Martin Krieger, Finance Director. Phone: 760.323.4971. martin@dwa.org Monterey Regional Water Pollution Control Agency (MRWPCA) — Ocean Outfall Capacity Lease. NBS prepared financial alternatives for leasing MRWPCA's ocean outfall to Cal -Water for the disposal of brine. (Confidential Client), CA— Ground Water Storage Valuation Analysis. To assist in their litigation case, NBS is consulting with this District to help resolve an ongoing dispute related to the value of groundwater storage. ,; NBS City of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 33 25A-49 FLIM BOEHLER Project Manager RESUME HIGHLIGHTS • 10 years of experience Over g0 cities, counties, and special districts served " Specialist in financial, rate and cost analysis for municipal water and sewer utilities • American Water Works Association (AWWA), Member EDUCATION Bachelor of Science, Business Administration and concentration in Finance, California State University, San Bernardino SPEAKING. ENGAGEMENTS • How Conservation, the Drought and Legal Issues Are Changing the Landscape for Rate Setting in California," American Water Works Association Water Education Seminar, August 2016 • "Conservation, the Drought and Social Justice," California Water Environment Association Annual Conference, April 2016 BS N hvk4lp`amnn,Npea luntlbiny,ow 1n my sixteen years as a Finance Officer, I have workedon numerous rate studies. We found that working with Kim Boehler and her team at NBS to be a great experience. They Provide tremendous knowledge and experience in helping you develop water rates and fees that are in line with your objective. 1 would recommend NBS to any other agency." ROWLAND WATER DISTRICT SEAN HENRY FINANCE OFFICER I lm Boehler was the project manager on a water and recycled ureter rate and capacity fee study for the Dlstrict.J • "Brown Lawns and the Changing Landscape of California Water Rates: Next Steps?" AWWA CA -NV Section Spring Conference, March 2016 • "Water and Sewer Rates: from Defensibility to Tailor Made Rate Design," CSDA Annual Conference, September 2015 • "Basic Rate Making Principles and Key Issues Affecting Rates in California," American Water Works Association Water Education Seminar, August 2015 • 'Recycled Water Pricing Methodologies", CWEA, May 2014 (co -presented with Greg Clumpner) • "Drought Impacts and Recycled Water Pricing" and "Water and Sewer Rate Studies and Key Issues Affecting Rates in California," American Water Works Association Water Education Seminar, August 2014 • "Water and Sewer Rate Studies and Key Issues Affecting Rates in California," American Water Works Association Water Education Seminar, August 2013 • "Financial Viability and the "New Normal' - The Unique Challenges of California Sewer Agencies" and "Maintaining Financial Viability in the Face of the "Perfect Storm" — Meeting the Challenges in California Today," CWF,, April 2012 BIOGRAPHY Kim Boehler is a project manager who brings over 10 years of experience at NBS, .in all three of our major consulting practice areas. She has a comprehensive understanding of agency funding needs through her work in special financing district administration, overhead cost allocation analysis, user fee studies and utility financial management. For the past eight years, her work has focused exclusively on financial planning, cost -of -service analyses and rate design for water and wastewater utilities in California. Kim Boehler leads project teams on water and wastewater rate and capacity fee studies for our public agency clients. She has completed over 100 utility rate and (x�� Gty of Santa Ana � 7, NBS RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 34 25A-50 fee studies, and often speaks at public workshops, industry conferences and educational seminars on related Issues. RELEVANT PROJECT EXPERIENCE • Arvin Community Services District, Water Rate Study • City of Arvin, Sewer Rate Study • Avila Beach Community Services District, Water and Sewer Rate and Connection Fee Study • Azusa Light and Water, Water Rate Study • Bellflower Mutual Water Company, Water Rate Study • Calaveras County Water District, Water and Sewer Rate Study • Citrus Heights Water District, Water Rate Study • City of Colton Water Rate and Connection Fee Study . City of Colton and Grand Terrace Sewer Rate Study Cucamonga Valley Water District, Water and Recycled Water Connection Fee Study Cucamonga Valley Water District, Water Rate Study Culver City, Sewer Rate Study Desert Water Agency, Water, Sewer and Recycled Water Rate Study Desert Water Agency, Water Rate Analysis to Address Tribal/Non-Tribal Rates Dixon-Solano Water Authority, Water Rate Study East Valley Water District, Water and Sewer Financial Plans City of Fort Bragg, Water, Sewer and Storm Drain Rate Study City of Greenfield, Water and Sewer Utility Revenue Requirement Analysis Hidden Valley Lakes Community Services District, Water and Sewer Rate Study City of Livermore, Water Rate and Connection Fee Study City of Los Altos, Storm Drain Master Plan Financing Analysis City of Morgan Hill, Water and Sewer Rate Study City of Pasadena, Water Rate Study City of Redding, Water, Sewer and Solid Waste Rate Study and Connection Fee Analysis Rural North Vacaville Water District, Water Rate Study City of San Carlos, Sewer Revenue Requirement Analysis City of Santa Paula, Water and Sewer Rate Study San Mateo County, Sewer Rate Study City of Sausalito, Sewer Rate Study City of Solvang, Water and Sewer Rate and Connection Fee Study City of Seal Beach, Water and Sewer Rate Study City of Stanton, Sewer Rate Study Suisun-Solano Water Authority, Water Rate Study Sussex County, Delaware, Water and Sewer Rate and Capacity Fee Study and Oversizing Credit Analysis • City of Taft, Sewer and Solid Waste Rate Study • City of Thousand Oaks, Water and Sewer Rate Study • Twenty-nine Palms Water District, Water Rate Study • City of Vallejo, Water Rate and Connection Fee Study • Victorville Water District, Water Rate Study • City of Waterford, Water and Sewer Rate and Connection Fee Study • West County Sewer District, Sewer Rate and Connection Fee Study ONBS CRP of Santa Ana '910 RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 35 25A-51 PABLO PEREZ RESUME HIGHLIGHTS • Special Financing City Expert • Proposition 218 Expert • Experienced Assessment Engineer `• Over 25 years of experience EDUCATION MZ Master of Arts, Political Science with a concentration in Public Policy, American Public University Bachelor of Arts, Liberal Studies, California Baptist University PROFESSIONAL, AFFILIATIONS California Society'of Municipal Finance Officers (CSMFO) California Special Districts Association (CSDA) California Municipal Treasurer's Association (CMTA) SPEAKING ENGAGEMENTS Pablo has participated in speaking panels for the CSMFO, CMTA, as well as the NBS educational seminars, speaking on topics related to the formation and administration of Special Financing Districts as well as Proposition 218 and 26 BIOGRAPHY Pablo Perez is a Director with NBS where he and his staff form and administer various types of Special Financing Districts (SFD). He has over 20 years of experience, and is actively involved with City formations and bond issuancefrefunding analysis as well as daily management of City administration operations. He also performs feasibility studies and related financial projects. SFD projects: Pablo has significant experience with many types of SFDs including: Community Facilities Districts (CFDs), 1972 Act Maintenance Districts, Standby and other Fees and Charges, 1915 and 1911 Act Assessment Districts, Business Improvement Districts (BIDs), Benefit Assessment Districts (BADS) and Public Safety Districts including Fire Assessments and Taxes. His involvement includes analysis of City finances as well as oversight of tasks such as audits of assessment liens, delinquency management activities, apportionment of liens, and City workouts. Financial Projects: Pablo has managed numerous projects relating to assessment and special tax Districts, including apportionments of 1915 Act liens, tax roll billing services, continuing disclosure reports, arbitrage rebate calculations, human resources consulting, fund analysis and recommendations, bond tenders, conversion of bonds, delinquency management, and special project consulting. • Proposition 218: Pablo provides Proposition 218 consulting services related to the establishment or increase of fees, charges and assessments. He is an acknowledged seasoned professional in Proposition 218 compliance programs. • County Data Procurement: Pablo is on a "first name basis" with many of the County assessor and auditor's staff in the State. ONS®ate- City of Santa Ana P RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 36 25A-52 NICOLE KISSAM Project Director, CAP & Fee RESUME HIGHLIGHTS Over 15 years of experience in public sector consulting, city government, marketing and public relations Expertise in financial and management consulting Specialized in cost allocation plan, user fee and rate studies for California agencies EDUCATION Bachelor of Science, Business Administration, California Polytechnic State University, San Luis Obispo PROFESSIONAL AFFILIATIONS • Association of California Water Agencies (ACWA) . American Public Works Association (APWA) • California Society of Municipal Finance Officers (CSMFO) SPEAKING ENGAGEMENTS M1 `T really appreciate all of the extra timeyou spent educating me (and my staff) on the basis for the rates. It was extremely valuable and gives me the detail / need to explain and justify any Increases. Thanks again for everything. It was a pleasure working with yowl" CHAD DAVISSON WASTEWATER MANAGER CHY OF RICHMOND [Nicole I(Issam served as the Project Manager on various financial analyses for the Cny.1 Revenue Remedies, Pre -Conference Workshop, CSMFO 2013 Verdict on User Fees, Panel on User Fees, CSMFO 2013 Strategies for Managing Your Building Department's Budget, CBOAC, 2011 BIOGRAPHY Nicole Kissam is Director of Financial Consulting for NBS. She has over 15 years total work experience in public sector consulting, city government, marketing, and public relations. Nicole has been a financial and management consultant to local government for the majority of her career, specializing in cost allocation plans, and user fee and rate studies for California agencies. She also spent several years performing management audits to improve the operational efficiency of various municipal services, including wastewater, community development, public works, recreation and human resources. She has supported, developed, and directed financial services consulting practices for three private consulting firms offering similar services to those proposed to be completed by NBS in this document. Ms. Kissam has participated in, managed, and completed more than 100 separate consulting engagements throughout her career, from small jurisdictions with less than 10,000 population, to large jurisdictions such as the City/County of San Francisco's Building Inspection Department, and City of Los Angeles' Planning and Fire Departments. C) N BS City of Santa Ana P P g P RFP No. 17-081 Com rehensive Pro osition 218 Fees and Charges Compliance Assessment 37 25A-53 RECENT NBS PROJECT EXPERIENCE Within the last three (3) years as Director of NBS' Financial Consulting practice, Nicole Kissam has managed and completed the following relevant projects to the Scope of Services proposed in this document: • Association of Bay Area Governments (ABAG), Indirect Cost Allocation Plan Review • Chula Vista, Cost Allocation Plan Review and User Fee Study Analysis • Clear Lake, Cost Allocation Plan • Contra Costa County, User and Regulatory Analysis Review • Dixon, Cost Allocation Plan • East Palo Alto, Cost Allocation Plan and Comprehensive Fee and Rate Study • Eastvale, Development Impact Fee Study • Fresno, Fire Prevention User Fee Analysis • Indio, Cost Allocation Plan and User Fee Study • Los Angeles,.Expedited Review Fees for the Department of City Planning • Napa, Cost Allocation Plan and User Fee Study • Petaluma, Cost Allocation Plan and Internal Service Fund Rate Review Portola Valley, Community Development User Fee Analysis • Richmond, User Fee Analysis for Engineering, Code Enforcement and Medical Marijuana. • San Luis Obispo, Building Department User Fee Analysis • San Carlos, Citywide User Fee Study, Police False Alarm Analysis, Sewer Financial Pian and Rate Update Recommendations • Sausalito, User Fee Study (in progress) • Taft, Cost Allocation Plan and User Fee Study • Turlock, Building Fee Study • Sacramento Public Library Authority, Cost Allocation Plan • Santa Clara County Environmental Health Department, User Fee and Fund Balance Analysis HISTORICAL PROJECT EXPERIENCE Ms. Kissam was the project manager and lead analyst for the following engagements as Vice President for the Matrix Consulting Group: • Arcata, Building Fee Analysis • Atwater, Building Fee Analysis Centre City Development Corporation (San Diego), Planning Fee Analysis Elk Grove, Overhead Cost Allocation Plan • Fresno, Development Services Fee Analysis • Manteca, User Fee Analysis • Marin County Community Development Agency, Fee Analysis • Maui County, Planning Department Fee Analysis • Petaluma, Citywide Cost Allocation Plan and User Fee Analysis • Richmond, Citywide Cost Allocation Plan and User Fee Analysis for Planning and Building • City/County of San Francisco, Dept of. Building Inspection Fee Analysis • San Jose, Land Development/ Engineering Fee Analysis • Sunnyvale, Development Services Fee Analysis • Temecula, Citywide User Fee Analysis %, )f 1moi- City of Santa Ana ys� 1 �l B RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25A-54 38 GRETA DAVIS DRIBS Project Manager, CAP & Fee Group RESUME HIGHLIGHTS ° Seasoned Professional in Cost Allocation Plans, Cost of Service/User Fee Analysis, Building Nexus Fee Studies and Fire GEMT Federal Claiming ° Solid track record of implemented results in assisting public entities recover additional revenue to fund programs and services • Over 25 years of experience EDUCATION Bachelor of Arts in Social Science; Emphasis in Finance, University of California, Irvine, 1990 Risk Management Certificate, University of California, Riverside, 1992 PROFESSIONAL AFFILIATIONS CSMFO — California Society of Municipal Finance Officers MMASC —Municipal Management Association of Southern California SPEAKING ENGAGEMENTS - League of CA Cities — Annual Conference break out session, "Fire Department EMS Cost Recovery", September 2013 NBS Workshop — Extreme Revenue (And Cost) Makeover - over 30 local jurisdictions represented, May 2012 League of CA Cities - Financial Management Seminar, "Setting User Fees in the Current Legal Environment", December 2007 BIOGRAPHY Greta Davis offers over 25 years of experience in all facets of government financial, organizational and operational consulting for local government clients. A dedicated professional and industry professional with a solid track record of implemented results in assisting public entities recover additional revenue to fund programs and services. Recent projects include working with local agencies to become financially stable by re -aligning fees and increase service delivery of reduced or eliminated programs and community services. Ms. Davis continues efforts in evaluation of cost of service delivery of services and programs and establishment of realistic fee recovery policies to assist local governments with the organizational strategic and business goals and objectives. Ms. Davis has over 25 years of experience in local government services. Her range of experience includes the following: • Project Management; Training and Quality Assurance • Indirect Cost Rate Studies/Federal OMB A-87 Indirect Cost Allocation Plans • Cost of Service/User Fee Studies/Activity Based Cost Studies • Federal/State Jail Rates ° Federal IV -D Indirect Cost Reimbursement Agreements • Revenue Maximization, Process Re-engineering and Process Improvement • Budget Analysis and Program Management, Consultation and Advice • Government audit liaison on audits of indirect cost rates and cost eligibility ACityN BS' UP of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 39 25A-55 RECENT NBS PROJECT EXPERIENCE Within the last three (3) years as a Project Manager and Lead Consultant with NBS' Financial Consulting practice, Ms. Davis has managed and completed the following relevant projects to the scope of services proposed in this document: • City of Alameda, User Fee Study • City of Bell, Cost Allocation Plan City of Belmont, Indirect Cost Allocation Plan and ICRP • City of Camarillo, User Fee Study • City of Concord, Cost Allocation Plan and User Fee Study (in progress) • City of Chula Vista, Cost Allocation Plan Review and User Fee Study Analysis • City of Dixon, Cost Allocation Plan. • City of Escondido, OMB A-87 Cost Allocation Plan and Federal GEMT Cost Reporting City of Fountain Valley, CostAllocation Plan and User Fee Study (in progress). • City of Huntington Beach, Cost Allocation Plan and User Fee Study (in progress) City of Lincoln, Cost Allocation Plan and User Fee Study (in progress) • City of Napa, Cost Allocation Plan and 991 Indirect Cost Allocation Plan • City of National City, Full and OMB Cost Allocation Plan HISTORICAL PROJECT EXPERIENCE • City of Moreno Valley, Full and OMB Cost Allocation Plan and ICR Proposal • City of Palmdale, Cost Allocation Plan and Fully Burdened Hourly Rates • City of Riverside, Cost Allocation Plan City of Seaside, User Fee Study • City of Santa Cruz, Cost Allocation Plan and User Fee Study • City of San Juan Capistrano, Cost Allocation Plan and User Fee Study • City of South San Francisco, OMB A- 87 Cost Allocation Plan and Federal GEMT Cost Reporting • Sacramento Public Library Authority, OMB A-87 Cost Allocation Plan • Sacramento Metropolitan Fire District, Full and OMB Cost Allocation Plan and Fully Burdened Hourly Rates • San Francisco Municipal Transportation Agency, OMB A-87 Cost Allocation Plan and Rates Over the fife of her career, Ms. Davis provided Cost Allocation services to the following agencies: Lancaster, Vallejo, Vista, Encinitas, Oceanside, Malibu, Dana Point, Huntington Beach, Mission Viejo, Hawthorne, Rancho Palos Verdes, Rancho Cucamonga, Grover Beach, Orange, Lynwood, Irvine, Maywood, Calexico, National City, Santee, Covina, Moreno Valley, Rancho Santa Margarita, Turlock, Tulare, Lathrop, Imperial Beach, Solana Beach, Victorville, Yucaipa, San Bernardino, Seal Beach, Los Altos Hills, Willits, Fresno, Pasadena, Bay Area Air Quality District (SAAQ), Watershed Conservation Authority (WCA), Imperial County, Butte County, Orange County, Solana Irrigation District, Olvenhain Municipal Water District, Los Angeles Metropolitan Transit District (METRO), Greater Cleveland RTA. t�1 �� City of Santa Ana E",}9 RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25A-56 40 ADINA MCCAROO idBS Consultant RESUME HIGHLIGHTS • Experienced special tax consultant • Seasoned professional and project manager for district administration Nearly two decades of experience actively managing ongoing administration and annual levy calculations EDUCATION • Master of Public Administration (MPA), Public Sector Management and Leadership, California State University Northridge • Bachelor of Science, Accounting, DeVry University BIOGRAPHY Adina McCargo is a senior consultant with NBS where she forms and administers special financing districts including Property -Based Business Improvement Districts, Landscape Maintenance Districts, 1913/1915 Act Assessment Districts, and Community Facilities Districts. Adina is actively involved with district formations and bond issuance/refunding analysis, as well as daily management of district administration. operations. She also performs feasibility studies and related financial projects. She has worked directly with more than 75 agencies administering 300 districts. • District Formation: Adina has formed Special Financing Districts including, Community Facilities Districts (CFDs), Benefit Assessment Districts (BADs), Business Improvement Districts (BIDS) and 1972 Act Landscape and Lighting Maintenance Districts • Speaking Engagements: Beyond serving for seven years on the Annual Conference Planning Committee for CSMFO, Adina has been a featured speaker at several CSMFO chapter luncheons. • Proposition 218: Adina also provides Proposition 218 consulting services related to the establishment or increase of fees, charges; and assessments. • District Administration: In addition to her nearly two decades of district administration expertise, Adina has trained numerous staff members and has provided consulting services related to curing troubled districts (some of which have involved judicial foreclosure), refinancing, and property -owner bond tender programs. • Financial Projects: Adina performs revenue audits, special fund analysis, parcel audits, tax roll billing services, district closeouts,, analyses for bond issuance, and has led the formation of various Special Financing Districts. • Continuing Disclosure: While Adina has prepared and disseminated Municipal Disclosure Reports for numerous California agencies, she is currently involved with the preparation and approval of disclosure reports for 1915 Act, community facilities districts, tax allocations, and general obligation bonds. Special District Refunding: Adina has participated in several refundings of CFD and 1913/1915 Act districts and has prepared the analyses and reports as the Special Tax/Assessment consultant on these projects. �NBSCity RFP of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 41 25A-57 GREG HENRY ��� Utility Rate Consultant „•,«,�,«,�„,�••• RESUME HIGHLIGHTS 6 years of experience and knowledge of financial and [Greg) was not only knowledgeable and agreeable economic analysis to listen, but he was also able to • 3 years of hands-on work experience in a local agency expOver terms, the publicthe report inydida of setting, within water and sewer enterprise and general funds understand a concept ora • Extensive experience with analysis software, databases and particular explanation.... By the spreadsheet programs close of.the meeting, everyone was in agreement that a rate EDUCATION adjustment was necessary for the financial well-being of the • Master of Science, Mathematics, University of Houston, Distnct. The party of opposition 2004 became the assembly of • Bachelor of Arts, Mathematics, Mississippi State University, support." 2002 CABAZON WATER DISTRICT BIOGRAPHY Elizabeth Lemus, Administration Manager As a Rate'Consultant at NBS in our Utility Rate Practice, Mr. Henry [Greg served as the primary has extensive experience with financial and statistical analyses and consultant In completing a Water modeling -,His technical skills are essential to the work we perform. mad Study District, to the This includes long term financial forecasting, net present value Board at Directors during the study] modeling for capital projects and budget analysis. He is an expert in manipulating utility billing software to extract and prepare data for utility rate studies. He is utilized in particular for analyzing and manipulating large and complex data sets extracted from client information systems, operating and capital budgets. In addition to his technical skills, Mr. Henry's background as math professor honed his ability to dissect and present complex information. Mr. Henry has been an asset to the project team on similar studies, where he has been able to present complex technical information in an easy to understand format for elected officials and the general public. RELEVANT PROJECT EXPERIENCE Arvin Community Services District, Water Rate Study City of Azusa Light and Water Department, Water Rate Study • Cabazon Water District, Water Rate Study • City of Colton, Water Rate and Connection Fee Study « City of Colton and Grand Terrace, Sewer Connection Fee Study City of Davis Sewer, Rate Study Montecito Water District, Water Rate Study • City of Morgan Hill, Water and Sewer Rate Study • Mountain House Community Services District, Water and Sewer Rate Study • Napa Sanitation District, Sewer Rate Study • City of Pasadena, Water Rate Study • Rowland Water District, Water Rate Study • Victorville Water District, Water Rate Study §r ]�,� City of Santa Ana — A `� B RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 25A-58 42 CRAIG BREWERNB Utility Rate Analyst eC" "�" Iuntl bmurtew RESUME HIGHLIGHTS . Two years of municipal finance consulting experience. . Extensive experience in large-scale data analysis, database management, and financial analysis. EDUCATION . Bachelor of Science in Applied Mathematics, University of California, San Diego BIOGRAPHY Craig Brewer is an Analyst at NBS in our Utility Rate Practice. He offers two years of experience in financial analyses, special financing district administration, tax roll submittal and performing various parcel and financial audits for public agency clients. Mr. Brewer provides support to project teams completing water and sewer utility rate studies, for cities and special districts in California. Mr. Brewer performs various financial analyses, data management, and utility customer data analysis for utility rate and capacity fee studies. Mr. Brewer's technical expertise is essential to the work performed by NBS. RELEVANT CONSULTING EXPERIENCE Fiscal Consultant Reporting for Redevelopment Agencies to support repayment of bonds; Includes analysis of Tax Rate Areas (TRAs), land use class make-up, top ten taxpayers, historical assessed valuation, historical appraisal changes and projection tax increment tables. • Tax Rate Area and Boundary Audits using ArcGIS and secured property tax roll data • Successor Agency Recognized Obligation Payments Schedule (ROPS) Audits Prepared annual tax roll submittals for various Community Facilities Districts and Assessment Districts following the Rate and Method of Apportionment NBS City of Santa Ana `7 RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 43 25A-59 KEVIN GARDNER, ARIELLE PLOURDE �� Financial Analysts, CAP & Fee Group „•,•�a�a,n•,�•,�e, RESUME HIGHLIGHTS Experienced Financial Analyst supporting cost allocation, user and regulatory fee studies. • Working knowledge of public finance and governmental accounting practices and policies. • Extensive experience working with analytical software, databases, and spreadsheets. EDUCATION Gardner - Bachelor of Science in Business Administration, Finance Concentration, University of California, Riverside Plourde - Bachelor of Arts in Economics, with a Concentration in Finance, City College of New York, New York PROJECT ROLES AND RESPONSIBILTIES NBS Financial Analysts provide support for data gathering, analysis, modeling and project tracking on User Fee Studies. RECENT RELEVANT PROJECT EXPERIENCE All NBS Analysts have between one and three years of project specific experience. Kevin Gardner and Arielle Plourde participated in the role of Financial Analyst for the following NBS engagements relevant to the proposed Scope of Work: • Benicia, Citywide User Fee Study • Brea, Citywide User Fee Study • County of Contra Costa, Countywide User Fee Study • County of Santa Clara, Department of Environmental Health User Fee Study • Escondido, GEMT Cost Report • Fairfield, Fire Department User Fee Study • Half Moon Bay, Cost Allocation Plan and Citywide User Fee Study • Huntington Beach, GEMT Cost Report • Indio, Cost Allocation Plan and User Fee Study • Los Angeles, Department of City Planning User Fee Study • Morgan Hill, Planning Department User Fee Study • Riverside, Cost Allocation Plan and User Fee Study • Sacramento, Code Compliance Fees and Penalties Study • San Francisco, GEMT Cost Report • San Jose, Citywide User Fee Study • San Juan Capistrano, Cost Allocation Plan and User Fee Study • San Luis Obispo, Citywide User Fee Study • San Ramon Valley Fire Protection District, Fire Department User Fee Study • Santa Clara, Cost Allocation Plan and User Fee Study • Santa Cruz, Citywide User Fee Study �!� N "MS City of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment qq 25A-60 APPENDIX B: ATTACHMENT 3-1 NON -COLLUSION AFFIDAVIT Please note: This Non -Collusion Affidavit noting a date of August 15, 2017 that was previously submitted within initial proposal in August 2017 is still in effect as of this revised submission date of September 15, 2017. City of Santa Ana Q)NBSRFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 45 25A-61 APPENDIX ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CITY OF SANTA ANA REQUEST FOR PROPOSALS COMPREHENSIVE PROPOSITION 218 FEES AND CHARGES COMPLIANCE ASSESSMENT COMPLIANCE ASSESSMENT RFP NO.: 17-081 NON -COLLUSION AFFIDAVTT (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 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 al o constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false cettificatior) ay. subject the certifier to criminal prosecution. Signed State of California County of giverslde Subscribed and sworn to (or affirmed) before me on this _-day of . 20_, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Please see attached completed page as required by Notary Notary Public Signature Notary Public Seal City of Santa Ai a RFP 17-Ot31 Page 23 25A-62 CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202 hSee Attached Document (Notary to cross out lines 1-6 below) ❑ See Statement Below (Lines 1-6 to be completed only by document signer(s], not Notary) Signature of Document Signer No. 1 Signature of Document Signer No. 2 pfany) 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 BARINA CAMERON Commleeion a 2088168 Notary Public • Caiffamla Riverside County Comm. 6x Ires00130.2018 Seal Place Notary Seal Above Subscribed and swom to (or affirmed) before me on this GJ. day of 20j-7, by Date IMonth Year (?) Dovi d. c--E&gh, (and Names) of Signer(s) proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Signature�� 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 Document n I �" Title or Type of Documenbo 0-C0jLUS)-M iii t Gaff i T Document Dater IS.� Z� M Number of Pages: —[ Signer(s) Other Than Named Above: —� 02014 National Notary Association - www.NationalNotary.org - 1 -800 -US NOTARY (1-800.876-6827) Item #5910 25A-63 APPENDIX C: ATTACHMENT 3-2 NON -LOBBYING CERTIFICATION Please note: This Non -Lobbying Certification noting a date of August 18, 2017 that was previously submitted within initial proposal in August 2017 is still in effect as of this revised submission date of September 15, 2017. 4,a>�NBS City of Santa Ana RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment qg 25A-64 APPENDIX ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS COMPREHENSIVE PROPOSITION 218 FEES AND CHARGES COMPLIANCE ASSESSMENT COMPLIANCE ASSESSVIENT RFP NO.: 17-081 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge 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 making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence 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 making 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. Signed and Printed Name: NBS Government Finance Vice President Date August 18, 2017 David Ketcham THIS FORM MUST RE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP 17.081 Page 24 25A-65 APPENDIX D: ATTACHMENT 3-3 NON-DISCRIMINATION CERTIFICATION Please note: This Non -Discrimination Certification noting a date of August 18, 2017 that was previously submitted within Initial proposal in August 2017 is still in effect as of this revised submission date of September 15, 2017. D N BS• City of Santa Ana 17 RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment 50 25A-66 APPENDIX ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS COMPREHENSIVE PROPOSITION 218 FEES AND CHARGES COMPLIANCE ASSESSMENT COMPLIANCE ASSESSMENT RFP NO.: 17-081 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, City of Santa Ana RFP 17-081 Page 25 25A-67 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 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. 8. Pursuant to California Labor Code Section 1735, A contractor shall not discriminate in the employment of persons upon public works on any basis listed in subdivision (a) of Section 12940 of the Government Code, as those bases are defined in Sections 12926 and 12926.1 of the Government Code, except as otherwise provided in Section 12940 of the Government Code. Every contractor for public works who violates this section is subject to all the penalties imposed for a violation of this chapter. Signed: Title: Vice President Firm: NBS Government Finance Group, DBA: NBS Date: August 18, 2017 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE City of Santa Ana RFP 17-081 Page 26 25A-68 COMPENSATION 25A-69 u� xit-r M _ n° ° c. �'iy l•Ytu r � • Fl J t 11 6 i_ a t CITY -OF -SANTA ANA p,. Fee Proposal: Comprehensive Proposition 218 Fees and Charges Compliance Assessment RFP -No. 17-681 a " September 15;'2017 }.,fy4- aw m I rV�f d,F3-..4. E Cry= .,"wPJ PRISON t r -fix..:+ ° `SF"Lt3 a U S P A IM4 In 32605 Temecula Parkway, Suite 100 Temecula, CA 92592 Toll free: 800.676.7516 (P) 951.296.1997 w .nbsgov.00m September 15, 2017 Robert Cortez Deputy City Manager, Project Manager City of Santa Ana City Managers Office 20 Civic Center Plaza, 8th Floor Reception Santa Ana, CA 92701 RE: Fee Proposal — RFP No. 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment Dear Mr. Cortez, Thank you for considering our proposal for the City's Comprehensive Proposition 218 Fees and Charges Compliance Assessment. The table on the next page summarizes our fee proposal for this study. Please do not hesitate to contact me, at either 951.233.7050 (cell), 800.676.7516 (office) or at kboehler@nbsgov.com if you have any questions about our proposal. Sincerely, &)V-1 b JW Kim Boehler Associate Director David Ketcham Vice President 25A-71 FEE PROPOSAL Our detailed project budget is shown on the following pages. Our professional fees are based on our understanding of the District's needs and the effort we believe is necessary to complete the scope of services described in our proposal. We express this honestly and transparently through our price proposal. Work will be performed on a time and materials basis, at the hourly labor rates show in the budget table belowwith a not to exceed fee of either $92,560 or $111,970 (depending on the approach chosen for the Federal Clean Water Protection evaluation). Two approaches are described in our scope of work for the Federal Clean Water Protection evaluation, and the City should choose the one that best meets its needs and objectives. Additional services requested, such as additional meetings or additional iterations of the analysis, can be provided based on the hourly labor rates shown in the following tables. All tasks would be mutually agreed upon by NBS and the City prior to proceeding. The following pages are intentionally formatted differently to Improve legibility. City of Santa Ana N®S R P 17-081 Fee Proposal 25A-72 Consultant Labor [Yours) Grand Totals Comprehensive Proposition 218 Fees and Charges Compliance Assessmirt 1. Klek-off Meeting & Data Collection 18.0 18.0 - 2,0 38.0 $8,290 2. Assessment of Enterprise Fund Rates, Fees & Charges - 2.1 - Evaluation of Enterprise Fund Rates 2.1A -Water 12.0 22.0 4.0 38.0 $7,980 2.1.0 -Sari Sewer 10.0 20.0 4.0 - 34.0 $7,090 2.1.0_Refuse Collection T- 20.0 10.0 _4.0 _ 34.0 $7_540 _ _ 2A.5- Federal Clean Water Pmtectlon Approach #1'40 12.0 22.0 - - 34.0 $7,3 roach #2' 380 400 240 1400 $26750 -9r'dsk2..'1'titotalfWAPPt.E1Cff#lfoi%�'eilerJt;le3PlkYa(e�') _380 Talk $.1; SUh10I21 {p/,'rTPPNach #21orPedAlet6lean,"N(el r r ,.. �. UP 2d ' M—� City of Santa Ana % I N B RFP 17-031 Fee Propo531 25A-73 Comprehensive Proposition 218 Fees and ChargmCompliance Assessrnent, continue o 2.2-Evaivationor Direct/Indirect/Cross Charges , e jA .fig 8 2.2A -Conduct an Orientation --g—with City Staff 8.0 6.0 2,2.B- Understand Existing Conditions 10,0 12.0 $2,670 2.2.C-DocumeM Flndin sand Recommendations 12.0 2.2.D -Su ortand Rewew of Mal ical Modifications 4.01 12.0 4 0 8.0 32.0 $fi,480 32s ,-32 _ .r , .8;0; 2,3- Evaluation or Land Development r 72,0_ $15;380. and Pernit Operation Fees- _ 2.3_A -Conduct an_Orientation Meeting with Ci Staff_ t��. 6_0 6,0 2.3.8- Understand ExistingConditions _ 16.0 _ 18.0 _ — ------ 12.0 -- _$2_670 2.3.C -Document Findings and Recommendations 12.0 - - 32.0 $7,120 23.D -Su ortand Revlewo}MaI cal Modificahons 40 12.0 40 - II.0 32.0 $6,460 3. Prepare 8.0 1780 Final Confidential While Paper inn 22.0 4. Meetings with City Staff& Council (two to W) 32.0 $6,850 24.0 32.0 56.0 $12280 Reimbursable Expenses (havelexpenses) • e • o e r $1,800 mown, r :r i 1. Tiny approaches have been presented In our scope of wk for the Federal Cf W t Clean a er its needs and objectives. Enterprise. erprise. The Cfly should choose the approach that best meals , �NB MY Of Santa A, I P17 81 Fee Proposal 25A-74 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: AGREEMENT TO LEASE OFFICE SPACE COMMUNITY DEVELOPMENT AGENCY - WORK CENTER (STRATEGIC PLAN NO. 2,4A) CITY MANAGOIR 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 a lease agreement with CF Santa Ana, LLC for 19,321 square feet of office space located at 801 W. Civic Center Drive, for sixty (60) months commencing upon completion of tenant improvements on or around April 1, 2018 to March 31, 2023 for a total amount not to exceed $2,708,054.28, subject to any non -substantive modifications authorized by the City Manager and City Attorney. DISCUSSION The City receives federal Workforce Innovation and Opportunity Act (WIOA) funds to provide employment and vocational training services to low income or unemployed residents as well as assist businesses with employment and skills training needs. One of the requirements of WIOA is for the City to maintain a comprehensive One Stop Center. The Santa Ana WORK Center (WORK Center) fulfills this requirement for the City. The WORK Center is a component of the City's economic development efforts and provides employment and training services and assists Santa Ana based businesses in acquiring skilled employees. In fiscal year 2015-16, the WORK Center served 26,910 people and invested over $774,000 in direct vocational skills training. More than 4,000 clients received one-on-one assistance with their resumes and 68% of the participants were employed within one calendar quarter after completion of the workforce program. In addition, the WORK Center's business services team visited 200 Santa Ana businesses to promote customized training, recruitment services, and rapid response programs. The culmination of the WORK Center staff efforts has contributed to the decline of Santa Ana's unemployment rate to its lowest levels since the great recession, which as of July, 2017 is 4.8 percent. For the past twenty years, the WORK Center has been located at the Santa Ana Regional Transportation Center (SARTC) on multiple floors of the building. The current configuration is both inefficient and no longer accommodates the requirements of the City's partner agencies. 2513-1 Agreement to Lease Office Space Community Development Agency — WORK Center October 3, 2017 Page 2 The WIOA requires the WORK Center to undergo a certification review. One of the certification criteria requires the WORK Center to be fully ADA compliant. SARTC is not ADA compliant, and the cost to retrofit the building to achieve compliance is estimated at $1.2 million. There has been internal review of keeping the WORK Center at SARTC, but given the ADA retrofit cost and with the OC Streetcar light rail line scheduled to break ground next year, there is an opportunity to re -envision the use of the site and building and enhance overall economic development opportunities in the neighborhood. As an alternative, staff worked with a commercial real estate broker and explored alternative sites tha focused on finding a building that meets ADA and seismic standards, allows for operations to be located on one floor, and provides adequate parking and access to public transportation. Staff is recommending the city execute a five year master lease agreement with CF Santa Ana, LLC, for approximately 19,321 square feet of office space located on the second floor of 801 W. Civic Center Drive (Exhibit 1). Initial term base rent will be $2.20 per rentable square feet, per month, on a full service gross basis. The first year's year monthly rent will be $42,506.20 per month. The base monthly rental rate will increase annually by three percent in year two to five. The lease provides a tenant improvement allowance of $772,840 with the right to apply the allowance toward both tenant improvement build out and soft costs such as cabling, wiring, and procurement and installation of furniture. The City will be the master lease holder and enter into sub -lease agreements with its co -located one-stop partners. Each sub tenant partner will reimburse the City for the partner's portion of the space occupied in the WORK Center and also share proportionally in the cost of the common space (i.e. training rooms, employment resource area, break room, IT and storage rooms) which will reduce the net cost of the master lease to the City. The sequence of the lease agreement execution is to sign the master agreement first. After execution of master lease agreement, the landlord will finalize an Accessibility Survey and perform all work required to correct any conditions identified in the survey. Following completion of this work, the landlord will provide a signed Verified Report Form G. (This form is required by our primary partner, the Employment Development Department (EDD), prior to executing a sub lease). Letters of intent to enter into a sub -lease with the city from both EDD and OC Social Services Agency (SSA) are in hand (Exhibit 2 and 3). 25B-2 Agreement to Lease Office Space Community Development Agency — WORK Center October 3, 2017 Page 2 The breakdown of estimated annual expenses associated with the lease for the first year is as follows: Partners Type of Lease Estimated Square Feet Estimate Mo. Rent City of Santa Ana Master Lease Holder 9,491 $20,880.20 Employment Development Department Sub Lease 6,809 $14,979.80 OC Social Services Sub Lease 2,417 $ 5,317.40 Dept. of Rehabilitation Sub Lease 302 $ 664.40 SER Jobs for Progress Sub Lease 302 $ 664.40 STRATEGIC PLAN ALIGNMENT The relocation of the WORK Center offices allows the City to meet Goal #2 (Youth, Education, Recreation), Objective #4 (Partner with groups and organizations to promote education, senior services, job training and development for all Santa Ana residents), Strategy A (Partner with the California Endowment, Santa Ana College, Chapman University, UCI, CSUF and other institutions of higher education to design career pathway programs that support priority workforce industries (Retail, healthcare, manufacturing, renewable energies) that results in faster reemployment of Santa Ana's residents). FISCAL IMPACT The City's share of the monthly lease payment is currently budgeted and available in various Work Center grant program account (nos. 12318xxx-62402, 12418737-62402, and 12418750- 62402) for FY 2017-18. Upon completion of sub lease with the City's partners, an appropriation adjustment will be required to recognize the rental income from the tenants and appropriate funds for expenditure for the tenant's share of the monthly lease payment in account (no. 02518820-62500). In addition, funds will be transferred from the Work Center grant program accounts to the appropriate Rent Payments account (nos. 12318xxx-62500, 12418737-62500, and 12418750-62500) for the estimated $62,640.60 payment for FY 2017-18. The City's share of the lease payments will be included in future fiscal year budgets from all eligible grant funds that derive benefit from the lease of the office space, including WIOA and Vocational Training Activities and Work Experience funds from the County of Orange. The annual amount of the City's share of the lease payment is estimated to be as follows: 25B-3 Agreement to Lease Office Space Community Development Agency — WORK Center October 3, 2017 Page 2 Fiscal Year City's Share Partners' Share Total Payments 2017-18 $ 62,640.60 $ 64,878.00 $ 127,518.60 2018-19 $ 252,441.66 $ 261,458.31 $ 513,899.97 2019-20 $ 260,015.01 $ 269,301.99 $ 529,317.00 2020-21 $ 267,815.37 $ 277,381.11 $ 545,196.48 2021-22 $ 275,849.76 $ 285,702.57 $561,552.33 2022-23 $ 211,507.56 $ 219,062.34 $ 430,569.90 Totals $1,330,269.96 $1,377,784.32 $2,708,054.28 Please note the City's share, as noted above, is dependent solely from the following revenue sources: Grant funding (WIOA Grant) and Orange County SSA Wex / Slingshot Grant(s). However, the current grant fundings (noted above) and/ or award allocations has been awarded through 2019. Any future funding sources of this Grant is dependent on the City being successfully in receiving a Grant Award allocation through the lease office space period (FY 2022-23). In the event the City is unsuccessful in obtaining a grant award, it will require alternate funding sources to meet the above -referenced lease obligation. Robert M. Zur S hm de Interim Executive ector Community Development Agency RZS/DS/gg APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Master Lease 2. Letter of Intent to Sub Lease — Employment Development Department 3. Letter of Intent to Sub Lease — OC Social Services Agency 25B-4 OFFICE LEASE THIS OFFICE LEASE ("Lease") is made and entered into by and between CF SANTANA, LLC, a Delaware limited liability company ("Landlord") and the Tenant described in Item I of the Basic Lease Provisions as of the Effective Date. BASIC LEASE PROVISIONS L Tenant: THE CITY OF SANTA ANA, a charter city and municipal corporation. 2. Description of Project;, Building; Premises: 2.1 Project: As used herein, the "Project" [Weans that certain commercial office building project, with all common Months Monthly Base Rental Rate Base Rent areas and appurtenant parking facilities, located at 801 West Civic Drive, Santa Ana, California, and containing the Building, and any other building improvements located on the parcel of real property on which the Building is located. 2.2 Building: As used herein, the'"Building" means the commercial office building located at and commonly known as 801 West Civic Drive, Santa Ana, California. ,2.3 Rentable Area of Building: 124,166 rentable square feet ("RSF") 2.4 Premises: A portion of the second (2"e) floor of the Building known as Suite 200, as depicted on Exhibit "A" attached hereto. 2.5 Rentable Area of Premises: 19,321 RSF. 3. Term: 3.l Target Delivery Date: April 1, 2018. 3.2 Commencement Date: The Delivery Date. 3.3 Initial Term: Approximately sixty (60) months, commencing on the Commencement Date and ending on the last day of the calendar month in which the date that is sixty (60) months after the Commencement Date occurs. 3.4 Options to extend the Term: Two (2) options to extend the Term for an Extension Term of sixty (60) months, in accordance with Section 3.2.2, below and Schedule "J-1" of Exhibit "J" attached hereto. 4. Base Rent: During the Initial Term, Base Rent shall be payable at the following rates: Months Monthly Base Rental Rate Base Rent ($/RSF/mo) ($/ma) 1-12 $2.2000 $42,506.20 13-24 $2.2660 $43,781.39 25-36 $2.3340 $45,094.83 37-48 $2.4040 $46,447.67 49-60 $2.4761 $47,841.10 5. Additional Rent: S.l Tenant's Percentage Share: 15.561% 5.2 Base Year: 2018 6. Security Deposit: None 7. Permitted Use: General office use and other lawful incidental uses, consistent with a first class, high-rise commercial office project. 8. Parking Number: The whole number closest to the product of (a) the number of RSF contained in the Premises and (b) 0.004 (such that it is agreed that the Parking Number with respect to the Initial Premises is eighty-two (82))• 9. Brokers: Lee & Associates Realty Group Newport Beach, Inc., representing Tenant, and Jones Lang LaSalle Brokerage, representing Landlord. 10. Address for Payments: All payments payable to Landlord under this Lease shall be sent to the following address or to such other 301 WCivic Center Dr—City of Santa Ana Lease -i- �5 address as Landlord may designate, or by wire transfer. If by check: If by wire transfer: CF Santana LLC do Ocean West Management Services 33351 Collection Center Drive Chicago, IL 60693-0333 Reference: City of Santa Ana/Suite 200 11. Address for Notices: 11.1 To Tenant: Prior to the Commencement Date: City of Santa Ana Clerk of the Council 20 Civic Center Plaza, M-30 Santa Ana, CA 92702 Attn. [f 1 After the Commencement Date: At the Premises: ' Attn' Deborah Sanchez 11.2 To Landlord: CF Santana LLC do OW Management Services, Inc. 315 W? 91h Street, Suite 808 Los Angeles, California 90015 'Attn: Ted Bischak Bank Name: Bank of America N. A. Bank Address: 100 W. 33rd Street New York, NY 100 Account Name: CF Santana LLC Acct#: 4451112624 ABA#: 1110000 l2 Reference: City of Santa Ana/Suite 200 With a cony to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza, M-30 Santa Ana, CA 92702 Attn: ff 11 With a copy to: City Attorney's Office — City of Santa Ana 20 Civic Center Plaza, M-29 Santa Ana, CA 92702 With a copy to: Zuber Lawler & Del Duca LLP 777 South Figueroa, 37t1 Floor Los Angeles, CA 90017 Attn: David B. Lambert, Esq. This Lease shall consist of the foregoing 'Basic Lease Provisions", consisting of Items I through Ll above, the "Standard Lease Provisions", consisting of Articles I through 17 which follow, and Exhibits "A" through "M", inclusive, all of which are incorporated herein by this reference. In the event of any conflict between any of the Basic Lease Provisions and any of the Standard Lease Provisions, the Standard Lease Provisions shall control. Any initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Standard Lease Provisions. 801 WCfvlc Center Or—CityofSanta Ann Lease -ii- 25B-6 801 WCivic Ce r1er Dr—City ofSanra dxa Lease 25B-7 Table of Contents TABLE OF CONTENTS Pace ARTICLEl - DEFINITIONS.................................................................................................................................................................. I ARTICLE 2 - LEASE OF PREMISES; COMMON AREAS; PARKING; SIGNS.................................................................................3 ARTICLE 3 - DELIVERY; COMMENCEMENT; TERM; SURRENDER; HOLDING OVER............................................................4 ARTICLE 4 - RENT AND OTHER CHARGES.....................................................................................................................................4 ARTICLE 5 - TENANT'S TAXES..........................................................................................................................................................5 ARTICLE 6 - SECURITY DEPOSIT......................................................................................................................................................5 ARTICLE7 - USE OF PREMISES......................................................................................................................................................... 5 ARTICLE8 - UTILITIES AND SERVICES...........................................................................................................................................6 ARTICLE 9 - MAINTENANCE AND REPAIRS.......................................................................................................................:...........6 ARTICLE10- ALTERATIONS...............................................................................................................................................................6 ARTICLE 11 - ASSIGNMENT AND SUBLETTING..............................................................................................................................7 ARTICLE 12 - SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS .................8 ARTICLE13 - CASUALTY; TAKING.........................:.........................................................................................................................8 ARTICLE 14 - INDEMNIFICATION ANDINSURANCE......................................................................................................................9 ARTICLE t5.- - EVENTS OF. DEFAULT AND REMEDIES....................................................................................................................9 ARTICLE 16- LANDLORD'S DEFAULT; LANDLORD'S LIABILITY.............................................................................................10 ARTICLE17- MISCELLANEOUS........................................................................................................................................................10 EXHIBIT "A" Depiction of the Premises EXHIBIT `B" Notice of Lease Term Dates EXHIBIT "C" Work Letter Agreement EXHIBIT "D" Rules and Regulations EXHIBIT "E" Additional Rent EXHIBIT "F' Services and Utilities EXHIBIT"G" Insurance Requirements EXHIBIT "H" Remedies EXHIBIT "I" Form of Tenant Estoppel Certificate EXHiBIT`J" Options EXHIBIT "IC" Eyebrow Sign EXHIBIT "L" State Requirements EXHIBIT "M" Approved Governmental Entities 801 WCivic Ce r1er Dr—City ofSanra dxa Lease 25B-7 Table of Contents STANDARD LEASE PROVISIONS ARTICLE l—DEFINITIONS LI "Additional Rent" means all amounts other than Base Rent that are payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such. 1.2 "Affiliate" means, with respect to any designated Person, any Person that is directly or indirectly Controlled by, under common Control with or that Controls such designated Person. 1.3 "Alterations" means any alterations, additions, improvements, removals or replacements to the Premises (including, without limitation, the Tenant Improvements, if any) or any other portion of the Building or Project. 1.4 "Approved Governmental Entities" means all of the State and County agencies listed in Exhibit "M" attached hereto. 1.5 "Base Rent" means rental amounts that are payable by Tenant to Landlord pursuant to Section 4, 1,1 below. 1.6 "Building Systems" means the primary utility and mechanical systems, including, without limitation, the primary life safety, electrical, heating, ventilation and air conditioning ("HVAC"), plumbing or sprinkler systems for the Building and/or the Project (and for the avoidance of doubt, it is understood and agreed that the Building Systems do not: (1) include any portions of any such systems and equipment that are installed within or that exclusively serves any particular rentable space in the Building or Project (such as, without limitation, any extension or distribution of services or utilities from the Building Systems serving, such space) or (b) any: (i) supplemental or specialty electrical, mechanical, plumbing, beating, ventilation or air conditioning systems, fixtures or equipment; (it) supplemental or specialty fire, life, safety or security systems, fixture or equipment; (iii) any video, audio, communications or computer systems, fixtures or equipment (including cabling)). 1.7 "Casualty" is defined in Section 13. 1, I. 1.8 "Casualty Damage" is defined in Section 13.1.1. 1.9 -. _ "Claims,-,- Means, collectively, claims, losses, damages, obligations, liabilities, costs and expenses,. including, but not limited to, reasonable attorneys' fees and legal costs. 1.10 "Common Areas" means the lobby, plaza and sidewalk areas, accessways, Parking Facilities, and the area on individual floors in the Building devoted to corridors, fire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitors closets, and other similar facilities for the benefit of all tenants and invitees and shall also mean those areas of the Building devoted to mechanical and service rooms servicing the Building. 1.11 "Comparable Buildings" means comparable Class "A" office buildings in the Market at the time the Extension Tenn commences. 1.12 "Control" or "Controlling" means possession of the direct or indirect power to direct or cause the direction of the management and policies of a Person, or ownership of any sort. 1.13 "Damage Notice" is defined in Section 13. L 1. 1.14 "Default Rate" means an annual rate of interest equal to lesser of. (a) eighteen percent (18%) per annum or (b) the maximum contract amount allowed by Law. 1.15 "Delivery Condition" means (and the Premises shall be in Delivery Condition) upon Substantial Completion of the Premises. 1.16 "Delivery Date" means the date on which Landlord tenders to Tenant delivery of possession of the Premises in the Delivery Condition; provided that if the date on which the Premises are in Delivery Condition is delayed as result of any Tenant Delays, then for purposes of determining the Commencement Date, the Delivery Date shall be deemed to occur on the date that the Premises would have been in Delivery Condition had such Tenant Delays not occurred, as reasonably determined by Landlord. 1.17 "Effective Date" means the date upon which this Lease s executed by Landlord, as indicated beneath Landlord's signature block below. 1.18 "Encumbrances" means liens, claims, stop notices and violation notices. 1.19 "Environmental Laws" means and includes all now and hereafter existing statutes, laws, ordinances, codes, regulations, rules, rulings, orders, decrees, directives, policies and requirements by any federal, state or local governmental authority regulating, relating to, or imposing liability or standards of conduct concerning public health and safely or the environment. 1.20 "Event of Default" is defined in Section 15.1 below. 1.21 "Executive Order 13224" means Executive Order 13224 signed on September 24, 2001 and entitled `Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism". 1.22 "Expiration Date' means, at any particular time, the date on which the Term is scheduled to expire. S01 W Civic Cenler Dr—City ofSanla Ana Lease 4- 25B-8 1.23 "Holder" means the holder of any Security Instrument. 1.24 "Expressly Restricted Use" means any use for: (a) offices of any division, agency or bureau of any foreign government or subdivision thereof, (b) offices of any health care professionals or for the provision of any health cue services, (c) any schools, (d) any retail or restaurant uses, (e) any residential use, (f) any communications uses such as broadcasting radio and/or television stations, (g) "executive suite" type uses where office suites are maintained for individual rental, or (h) any occupancy density greater than the average occupancy density for office tenants of the Project. 1.25 The "FMRR" of the Premises for a particular Extension Term (as defined in Schedule "J-1") or for a particular Leased First Right Space (as defined in Schedule "J-2' for the term of Tenant's lease thereof, shall be equal to the rent per square foot of Rentable Area that Landlord has agreed to accept, or if Landlord determines that there has not been a reasonable number of current comparable transactions in the Project, that landlords of the Comparable Buildings have agreed to accept, and sophisticated nonaffiliated tenants of the Project and/or Comparable Buildings have agreed to pay, in current arms -length, non -equity (i.e., not being offered equity in the building), transactions for comparable space (in terms of condition, floor location, view and floor height) of a comparable size (in terns of square feet of Rentable Area), for a term equal to the Extension Term (or the term of Tenant's lease of the applicable Leased First Right Space) and with a commencement date within six (6) months before or after the first day of the Extension Term (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule "J-2" )), which rent per square foot shall take into account and make adjustment for the existence, timing and amount of any increases in rent following term commencement in the comparison transactions, and shall at all times take into consideration and matte adjustment for all other material differences in atl terms, conditions or factors (applicable to the transaction in question hereunder or applicable to one or more of the comparison transactions used to determine the FMRR) that a sophisticated tenant or sophisticated landlord would believe would have a material impact on a "fair market rental" determination; provided, however, that: (a) the rent for all comparison transactions shall be adjusted to reflect payment of operating expenses and real estate taxes in the same manner as the same are payable hereunder (e.g., if this is a modified, full service gross lease, the rent for all comparison transactions shall, if applicable, be grossed up to reflect payment of operating expenses and taxes in excess of a base year as of the year of commencement of the transaction), (b) the presence, amount or absence of brokerage commissions in either the subject transaction or the comparison transactions shall be disregarded, (c) any rent abatement or other free rent of any type provided in comparison transactions for the period of the performance of any tenant improvement work (i.e., any "construction period") shall be disregarded, and (d) if any tenant improvements or allowance provided for in comparable transactions shall be taken into account, then the value of any existing improvements in the Premises (or the Leased First Right Space) shall also be accounted for in the calculation of the FMRR (provided that if in determining the FMRR for a subject transaction hereunder, it is determined that free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlord's sole option, elect, all orany-portionof the following: (i).to.grant'some or all of the Concessions to Tenant as free rent or as an improvement allowance, or (ii) to adjust the monthly installments of the Base Rent payable for the Extension Term or with respect to the Leased First Right Space, as the case may be, to be an effective rental rate which takes into consideration and deducts from monthly rent the amortized amount of the total dollar value of such Concessions, amortized on a straight line basis over the Extension Tern or the term of Tenant's lease of the Leased First Right Space, as applicable in which case the Concessions so amortized shall not be provided to Tenant). 1.26 "Force Majeure Events" means events described in Section 17.5 below. 1.27 "Handle", "Handled", or "Handling" means, with respect to Hazardous Materials, any installation, handling, generation, storage, treatment, use, disposal, discharge, release, manufacture, refinement,- presence, migration, emission, abatement, removal, transportation, or any other activity of any type in connection with or involving such Hazardous Materials. 1.28 "Hazardous Materials" means: (a) any material or substance: (i) that is defined or that becomes defined as a "hazardous substance', "hazardous waste," "infectious waste," "chemical mixture or substance," or "air pollutant" under Environmental Laws; (ii) that contains petroleum, crude oil or any fraction thereof; (iii) that contains polychlorinated biphenyls (PCB's); (iv) that constitutes asbestos or asbestos -containing material; (v) that is radioactive; or (vi) that is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive characteristics, as all such terms are used in their broadest sense. 1.29 "Holdover Rental Rate" means an amount equal to one hundred tiny percent (150%) of the greater of: (a) Landlord's then published asking rental rate or (b) the Base Rent and Additional Rent payable by Tenant to Landlord during the last month of the Term of this Lease. 1.30 "Initial Premises" means the premises described in Item 2.3 of the Basic Lease Provisions. 1.31 `Initial Term" means the period (which shall commence on the Commencement Date) that is described in Item 3.3 of the Basic Lease Provisions; provided that if the Commencement Date shall occur on a day other than the first day of any calendar month, for purposes of calculating the date on which the Initial Tern is scheduled to expire (Le., the Expiration Date for the Initial Term) and the timing of all scheduled increases in Base Rent during the Initial Term (but not for any other purpose), the Commencement Date shall be deemed to be the first day of the calendar month following the Commencement Date. 1.32 `Institutional Owner Practices" means the practices of the majority of the institutional owners of institutional grade first-class office projects in Orange County, California. 1.33 "Interest Rate" means an annual rate of interest equal to the Reference Rate plus two percent (2%). 1.34 "Landlord Default" is defined in Section 16.1 below. L35 "Landlord Parties" means, collectively, Landlord, Ocean West Capital Partners, LLC, Fortress Investment Group, LLC, and the Property Manager, and each of their Affiliates and all of their respective partners, members, officers, managers, directors, trustees, employees, retirees, beneficiaries, contractors (including internal investment contractors), agents, advisors, mortgagees and ground lessors, agents, successors and assigns. 801 W Clrlc Center Dr—City ofSanm Ana Leave -2- 25B-9 1.36 "Landlord's Additional Insureds" mean, collectively, Landlord, Ocean West Capital Partners, LLC, Fortress Investment Group, LLC, and the Property Manager, and each of their respective agents, beneficiaries, partners, employees, and any Holder (defined below) of any Security Instrument (defined below) designated by Landlord as additional insureds. 1.37 "Landlord's Lease Undertakings" means each and all of the representations, warranties, covenants, undertakings, and agreements contained in the Lease Documents that is or are to be provided or performed by Landlord. 1.38 "Laws" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives of any governmental authority having jurisdiction (including, without limitation, any certificate of occupancy). 1.39 "Lease Documents" means this Lease together with all exhibits, riders or addenda attached hereto, and all amendments thereto. 1.40 "Leasehold Improvements" means all leasehold improvements existing in the Premises as of the Effective Date, the Tenant Improvements, and any additional Alterations. 1,41 "Market" means the Santa Ana Civic Center submarket. 1.42 "Money Laundering Act" means the International Money Laundering Abatement and Financial Anti -Terrorism Act of 2001 or the regulations or orders promulgated thereunder, as the same may be amended from time to time. 1.43 "Notified Party" means each Holder of which Tenant has received notice. 1.44 "OFAC" means the Office of Foreign Asset Control of the Department of the Treasury. LAS "Original Tenant" means the Person identified as the "Tenant" in Item I of the Basic Lease Information. 1.46 "Parking Facilities" means the Project's parking facilities from time to time serving the Building. 1.47 "Parking Fees" is defined in Section 4.3 below. 1.48 - -"Parking Passes';', means, collectively, Unreserved Parking Passes and Reserved Parking Passes. 1.49 "Permitted Alterations" means only usual and customary maintenance and repairs of Leasehold Improvements if and to the extent that such maintenance and repairs: (a) are of a type and extent which are customarily permitted to be made without consent by landlords acting consistently with Institutional Owner Practices leasing similar space for similar uses to similar tenants, (b) are in compliance with the Rules and Regulations, and (c) will not affect the Building's structure, the provision of services to outer Project tenants, or any Building Systems, 1.50 "Person" means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate, real estate investment trust association or any other entity. 1.51 `Premises" means the Initial Premises as it may be expanded or reduced pursuant to any provision of this Lease or upon the agreement of Landlord and Tenant. 1.52 "Premises Restoration" means the Restoration of the Premises and the portions of the Common Areas that are required for access to the Premises. 1.53 `Property Manager" means OW Management Services, Inc., or any other Person retained by Landlord to manage and operate the Building on a day to day basis. 1.54 'Proposed Transfer Space" means, with respect to any proposed Transfer, the portion of the Premises subject to such proposed Transfer. 1.55 "Reference Rate" means the "prime rate" or "reference rate" announced from time to time by Bank of America, N. f. & S.A. (or such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America, N.T. & S.A. ceases to publish a prime rate or reference rate). 1.56 "Rent" is defined in Section 4.4.1 below. 1.57 "Rent Delinquency" means and shall occur upon any failure of Landlord to receive any payment of Rent on or before the date that is five (5) days after the date such payment of Rent is due. 1.58 "Reserved Parking Passes" means parking privileges to be used for parking on a first come first served basis in "reserved parking areas" in the Packing Facilities, as designated by Landlord, or at the election of Landlord, in reserved parking spaces located in the Parking Facilities. 1.59 "Restoration" is defined in Section 13.1.1. 1.60 "Review Expenses" means all review and processing fees, and costs, as well as any reasonable professional, attorneys', accountants', engineers' or other consultants' fees incurred by Landlord relating to any request by Tenant for Landlord's consent, including, but not limited to, any request for consent to a proposed Transfer. 801 {VCiric Center Dr— City ofSmna Ana Lease -3- 25B-1 0 3_ 25B-10 1.61 "Rules and Regulations" means the rules and regulations attached hereto as Exhibit "D" (which are hereby incorporated herein and made a part hereof) and any reasonable and non-discriminatory amendments, modifications and/or additions thereto as may hereafter be adopted and published by written notice to tenants by Landlord for the safety, care, security, good order and/or cleanliness of the Premises and/or the Project. 1.62 "Security Deposit" means a cash security deposit in the amount specified in Item 6 of the Basic lease Provisions. 1.63 "Security Instruments", means, collectively: (a) all present and future ground leases and master leases of all or any part of the Project, Building or Premises; (b) present and future mortgages and deeds of trust encumbering all or any part of the Project, Building or Premises; (c) all past and future advances made under any such mortgages or deeds of trust; and (d) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust, which now or hereafter constitute a lien upon or affect the Project, Building or Premises. 1.64 "Substantial Completion" (and "Substantially Complete") is defined in the Work Letter. 1.65 "Taking" is defined in Section 13.2. 1.66 "faking Date' is defined in Section 13.2. 1.67 "Target Delivery Date" means the date specified in Item 3.1 of the Basic Lease Provisions. 1.68 "Tenant" means the Original Tenant, and any person or entity to whom or to which all of Original Tenant's (or any other Tenant's) interest in this Lease is assigned (or otherwise transferred) in accordance with the provisions of Article I I of this Lease. 1.69 "Tenant Delays" is defined in the Work Letter. 1.70 "Tenant Improvements" means the initial Alterations (if any) to be constructed and/or installed in the Premises pursuant to the Work Letter (if any). 1.71 "Tenant Parties" -means collectively, Tenant, its subtenants, assignees or other Transferees, and their respective contractors, clients, officers, directors, employees, agents, and invitees (each of which shall be a "Tenant Party"). -1.72 ' "Tenant's Hazardous.Materials" means any Hazardous Materials that become present in, on, under or about the Project as a result of any act or omission of Tenant or any other Tenant Party. 1.73 "Tenant's Personal Property" means ail of Tenant's (and the other Tenant Parties') office furniture, business and personal trade fixtures, machinery and equipment, furniture and furniture systems, movable partitions, telecommunications equipment, data cabling and other items of personal property. 1.74 "Term" means and shall refer to the Initial Tenn as it may be extended pursuant to Schedule "7-I" of Exhibit "T', attached hereto and/or pursuant to the written agreement of Landlord and Tenant. 1.75 "Transfer" means and includes any of the following: (a) a sublease all or any part of the Premises, (b) an assignment of the Lease, (e) any other agreement or arrangement: (f) that permits a third parry (other than Tenant's employees and occasional guests) to occupy or use any portion of the Premises or (ii) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits a lien to attach to Tenant's interest under this Lease or (d) a direct or indirect transfer, assignment, pledge, or hypothecation of a Controlling interest in Tenant. 1.76 "Transfer Notice" means a written notice that: (a) identifies a proposed Transferee by its name and address; (b) describes the applicable Proposed Transfer Space; (c) includes current financial statements of the proposed Transferee certified by an officer, partner or owner thereof; (d) describes the nature of such Transferee's business and proposed use of the Proposed Transfer Space; (e) the proposed effective date of the proposed Transfer; and (f) all of the principal terns of the proposed Transfer. 1.77 "Transfer Profits" means, with respect to any particular month and any particular Transfer, an amount equal to: (a) all rent, additional rent or other consideration payable by or on behalf of such Transferee during or with respect to such month in connection with the Transfer minus (b) the sum of: (i) the Base Rent and Additional Rent payable by Tenant under Sections 4.2 and 4_3 of this Lease during or with respect to the same month and (ii) all out of pocket costs reasonably incurred by Tenant in connection with such Transfer (such as brokerage commissions and/or improvement allowances), amortized on a straight line basis over the term of such Transfer. 1.78 "Transferee" means any Person to whom a Transfer is made. 1.79 "Unreserved Parking Passes" means parking privileges to be used for parking on a first come first served basis in the areas of the Parking Facilities designated by Landlord therefor. 1.80 "Work Letter" means the Tenant Work Lotter (if any) attached hereto as Exhibit "C". Terms in initial capitals that are not defined in Article I shall have the meanings given to them elsewhere in this Lease. ARTICLE 2— LEASE OF PREMISES: COMMON AREAS: PARKING; SIGNS 2.1 Lease of Premises; Access; Outet Enfovrnent. 801 WClvlc Center Dr—City of Santa Ana Lease -4- 25B-11 2.1.1 Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon all of the terms, covenants and conditions contained in this Lease. Tenant acknowledges that Landlord has not made any representation or warranty with respect to the condition of the Premises, the Building or the Project with respect to the suitability or fitness of any of the same for the conduct of Tenant's Permitted Use, its business or for any other purpose. Landlord does not represent and Tenant does not rely upon any specific type or number of tenants occupying any space in the Building and/or the Project during the Tenn of this Lease. Acceptance of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that the Premises are then in tenantable and good condition. 2.1.2 Landlord and Tenant hereby agree that the number of RSF (also referred to as the "Rentable Area") contained: (a) within the Building is as set forth in Item 2.5 of the Basic Lease Provisions and (b) within the Premises is as set forth in Item 2.5 of the Basic Lease Provisions. 2.1.3 Subject to Landlord's access control programs and the Rules and Regulations, Tenant and its employees and invitees shall be entitled to access the Premises seven (7) days per week, twenty-four (24) hours per day. 2.1.4 Subject to all of the terms and conditions contained in this Lease and provided that Tenant performs all of its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Tenn of this lease from and against all Persons holding an interest in the Project from and through Landlord. 2.2 No Relocation of Premises: Right of First Offer, 2.2.1 No Relocation. Landlord shall have no right to relocate any portion of the Premises located on the second (2" d) floor of the Building. Any relocation rights with respect to any portions of the Premises located on any other floor of the Building will be specifically negotiated in connection with Tenant's lease of any such space. 2.2.2 . Right of First Offer. Tenant shall have a one-time Right of First Offer (defined below) with respect to the First Right Space (defined below) subject to and in accordance with the terms and conditions of Schedule ".l-2" of Exhibit `7". attached hereto. 2.3 Common Areas: Parking. 2.3.1 . Common Areas. In connection with its lease of the Premises, Tenant shall have the non-exclusive right to use the Common Areas together with other Persons. The Common Areas shall -be subject to the exclusive management and control of Landlord, and Tenant shall comply with all Rules and Regulations pertaining to use of the Common Areas. Landlord shall have the right from time to time to designate, relocate and limit the use of particular areas or portions of the Compton Arco. Landlord shall also have the right to close all or any portion of the Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication tliereof or the accrual of any rights in any Person. 2.3.2 Rental and Use of Parking Passes: Visitor Parkin". (a) Commencing on the Commencement Date and continuing through the Term, Tenant shall rent from Landlord and Landlord shall provide a number of Unreserved Parking Passes equal to the Parking Number specified in Item 8 of the Basic Lease Provisions. Parking Fees shall be payable with respect to Parking Passes rented by Tenant at the rtes provided in Section 4.3.1 below (which shall be subject to abatement in accordance with Section 4.3.2 below). The Parking Passes are with respect to, subject to the provisions of this Lease, use of the Parking Facilities. The Parking Passes provided to Tenant pursuant to this Section 2.3.2 are provided to Tenant solely for use by officers, directors, and employees of Tenant, its Affiliates, sublessees and assignees, and such passes may not otherwise be transferred, assigned, subleased or otherwise alienated by Tenant to any other type of transferee without Landlord's prior approval. (b) The specific locations within the Parking Facilities in which the Unreserved Parking Passes may be used shall be specified by and may, from time to time, be relocated by Landlord in its sole discretion. In addition, it is expressly understood and agreed that Landlord shall have the right to implement, administer mrd enforce a parking management program, with respect to the Parking Facilities generally, with respect to use of one or more types or Parking Passes in particular, and/or with respect to the use of the Parking Passes rented by one or more specific tenant or tenants (including Tenant), with parking management plan may include, without limitation, any or more of the following measure or features: oversell of Packing Passes; expansion of the Parking Facilities to include additional parking lots or structures within a reasonable distance from the Building; reservation of specific portions of the Parking Facilities for parking by one or more specific Building tenants (including Tenant) and/or for one or more Building tenants' business visitors; implementation of valet or assisted parking programs or measures; creation and allocation of tandem parking spaces to specific Building tenants; designation of visitor parking rates; and allocation of validation privileges to one or more Building tenants. It is specifically understood and agreed that if Landlord implements one or more such measures or features that are: (i) generally applicable to the Parking Facilities, the costs incurred to implement, administer and enforce such measures shall be included in Operating Costs or (ii) that are specific to Tenant, the costs incurred to implement, administer and enforce such measures shall be reimbursed by Tenant. (c) Visitor Parking. (i) Tenant's business visitors may park in the Parking Facilities, or in the applicable portions thereof designated by Landlord, on a first come, first served basis, upon payment of the prevailing fee for parking charged to visitors to the Project, Tenant shall have the right to purchase from Landlord, at Landlord's then prevailing rate, Project Parking Validations (defined below), to be used only by Tenant's Business Customers (defined below) for parking in the Parking Facilities without charge. "Project Parking Validations" means validations, in such form as Landlord, in its sole but good faith discretion, shall offer from time to time, permitting persons using such validations to park in the Parking Facilities for specified periods of time without charge (i.e., a 30 -minute validation would permit parking without charge in the Parking Facilities for a period up to 30 minutes). "Tenant's Business Customers" means Persons that visit the Premises for the specific purpose of conducting business at the Premises (and for the avoidance of doubt, shall not include any employees of Tenant or any of its Transferees who have offices (on an exclusive or shared basis) at the Premises). 801 IV Civic Center Dr—City of Sana Ana Lease .5- 25B-12 (ii) Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge: (A) a number of Short Term Project Parking Validations (defined below) equal to the product of twenty (20) and the number of days in such calendar month (during the Term) and (B) a number of Long Term Project Parking Validations (defined below) equal to the product of sixty (60) and the number of days in such calendar month (during the Term), in each case to be used only by Tenant's Business Customers for parking in the Parking Facilities without charge; provided that Landlord shall have the right to reasonably adjust the number of Short Term Project Parking Validations and Lon Term Project Parking Validations so provided by Landlord (based on actual usage) effective as of expiration of the third (31t) full calendar month of the Initial Term, and thereafter, upon expiration of each subsequent three (3) calendar month period; provided further that: (x) Landlord shall not, at any time during the Term, be required under this Section 2.3.2(c)(ii) to provide a number of Project Parking Validations in any calendar month in excess of a number equal to the product of eighty (80) and the number of days in such calendar month (during the Term) and (y) any Project Parking Validations provided by Landlord with respect to any particular calendar month that are not used during such calendar month shall, at the election of Landlord, either: (1) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2.3.2(c)(ii) for subsequent calendar months. No Project Parking Validations provided by Landlord to Tenant under this Section 2.3,2(c)(ii) shall be used to accommodate puking, without charge, by any particular Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any particular day). "Short Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to thirty (30) minutes without charge. "Long Term Project Parklug Validations" means Project Puking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to three (3) hours without charge. 2.4 Signs. 2.4.1 Except to the extent expressly provided in this Section 2.4, Tenant shall not: (a) place or install (or allow or permit to be placed or installed by any Tenant Party) any signs, advertisements, logos, identifying materials, pictures or names of any type on the roof, exterior areas or Common Areas of the Building or the Project or in any area ,of the Building, Premises or Project which is visible from the exterior of the Building or outside of the Premises or (b) place or install (or allow or permit to be placed or installed by any Tenant Party) in or about any portion of the Premises any window covering (even if behind Building standard window coverings) or any other material visible from outside of the Premises or from the exterior of the Building. Tenant shall not, without the prior written consent of Landlord, use the name of the Building and/or the Project, or any pictures or illustrations of the Building and/or the Project, in Tenant's advertising or in any other publicity. 2.4.2 Subject to compliance with applicable Laws and such Building signage criteria as Landlord shall apply from time to time, and subject to receipt of Landlord's prior written consent: (a) in the case where Tenant occupies an entire floor in the Building, Tenant may place in any portion of such floor which is not visible from the exterior of the Building such identification signage as Tenant shall desire and (b) in the case where Tenant occupies less than an entire floor in the Building, Tenant may require Landlord to install, at Landlord's sole cost and expense, in such portion of the multi -tenant corridor on such floor as is called for by Landlord's signage program (as the same may exist from time to time) identification signage of the type prescribed by Landlord's signage program identifying Tenant; (c) Landlord shall provide customary signage in the Building directory (if any) in the ground floor lobby of the Building (Landlord shall bear the initial cost of such directory signage and the cost of updated any such directory signage no more than one in any month); and (d) Tenant may place in any portion of the inside of the Premises not visible from the exterior of the Building or from outside of the Premises such identification signage as Tenant shall desire. All signage described in this Section 2.4.2 (other than the directory signage described in clause (c) above) shall be treated as Tenant's personal property under the provisions of Section 10.5 with respect to Tenant's obligation at the expiration or early termination of this Lease. 2.4.3 Eyebrow Sign. In connection with Tenant's lease of the Promises, subject to all of the terms and conditions of Exhibit "K", attached hereto, during the Term, Tenant shall have the right to install and display at the Project the Eyebrow Sign (defined in Exhibit " K', attached bereto) in the location described in Exhibit "K", attached hereto. ARTICLE 3— DELIVERY; COMMENCEMENT; TERM; SURRENDER; HOLDING OVER 3.1 Delivery. Landlord shall endeavor to tender to Tenant delivery of possession of the Premises in the Delivery Condition prior to the Target Delivery Date; provided, that if the Delivery Date does not occur on or before the Target Delivery Date, this Lease shall not be void or voidable, the Term of this Lease shall not be extended, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom; provided further that Landlord shall use commercially reasonable efforts to tender to Tenant delivery of possession of the Premises in the Delivery Condition as soon as reasonably possibly after the Target Delivery Date. , 3.2 Commencement; Term. 3.2.1 The Tom shall commence on the Commencement Date as defined in Item 3.2 of the Basic Lease Provisions, and shall continue through the period specified in Item 3.3 of the Basic Lease Provisions unless terminated earlier in accordance with the provisions hereof or extended pursuant to the written agreement of Landlord and Tenant or as provided in Section 3.2.2 below, provided, however, that if the Commencement Due shall occur on a day other than the first day of any calendar month, for purposes of calculating the Expiration Date and the timing of all scheduled increases in Base Rent during the Initial Term (but not for any other purpose), the Commencement Date shall be deemed to be the first day of the calendar month following the Commencement Date. At any time during the Lease Term, Landlord may deliver to Tenant a notice in the form as set in Exhibit `B" attached hereto, which Tenant shall execute and return to Landlord within five (5) business days of receipt thereof. 3.2.2 Extension Option. Tenant shall have two (2) options to extend the Term, each for an Extension Term (defined below) of sixty (60) months (five (5) years) subject to and in accordance with the terms and conditions of Schedule "J -l" of Exhibit "P', attached hereto. 3.3 Surrender; Holding Over. 3.3.1 Except as provided in this Section 3.3 and in Section 7.3 below, upon expiration or earlier termination of this Lease, Tenant shall vacate and surrender the Premises to Landlord nhame condition as when received at the inception of this Lease and as thereafter 801 W Clrlc Center Dr—City of Santa Ana Lease -6- 25B-13 improved by Tenant, subject to ordinary wear and tear. For the avoidance of doubt, it is understood and agreed that, prior to the date upon which the Premises is surrendered by Tenant under this Section 3.3.1, Tenant shall be required to remove from the Premises all of the Tenant's Personal Property and all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.5 below (and all damage caused by such removal repaired). 3.3.2 If Tenant fails to remove any of the Tenant's Personal Property from the Premises (or any portion thereof) prior to the expiration or any earlier termination of the Tenn (with respect to applicable portion of the Premises), and such failure continues for five (5) days following Landlord's delivery of notice thereof, Tenant shall be deemed to have abandoned the same, in which case: (a) Landlord shall have the right, at Tenant's expense, to remove the same from the same from the Premises (and to repair any damage caused by such removal) and (b) to thereafter: (i) store the same at Tenant's expense, (ii) appropriate the same for itself, and/or (iii) sell or otherwise dispose of the same in its sole discretion, with no liability to Tenant, in which case, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection with any such removal, repairs, storage and/or disposal, plus a ten percent (10%) administration fee thereon, upon demand. In addition, If Tenant fails to remove from the Premises (or any portion thereof) all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.5 below and/or to repair all damage caused by its removal of any such Leasehold Improvements (and/or its Tenant's Personal Property), in either case, prior to the expiration or any earlier termination of the Term (with respect to applicable portion of the Premises), Landlord shall have the right to remove the same from the Premises (or the applicable portion thereof) and/or to repair such damage at Tenant's expense, in which case, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection therewith, plus a ten percent (1054o) administration fee thereon, upon demand. This SecHon 3.3.2 shall survive the expiration or any earlier termination of the Term of this Lease. 3.3.3 If Tenant fails to surrender the Premises (or any portion thereof) in accordance with this Lease (including, without limitation, Section 3.3.1 above), or otherwise holds possession of the Premises (or any portion thereof) after the expiration or termination of the Term, Tenant shall become a tenant at sufferance upon all of the terns contained herein, except as to term and Base Rent. During such holdover period, Tenant shall pay to Landlord a monthly Base Rent in an amount equal to the Holdover Rental Rate. The monthly Base Rent payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof nor any acceptance by Landlord of any Rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewal of this Lease or an extension of the Tern, or any waiver of any of Landlord's rights or remedies with respect to such holdover. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all Claims (including, without limitation, for lost profits and other consequential damages, attorneys' fees, consultants' fees and court costs) incurred or suffered by or asserted against Landlord by reason of Tenant's failure to surrender the Premises in accordance with the provisions of this Lease on the expiration or earlier termination of this Lease. - ARTICLE 4—RENT AND OTHER CHARGES 4.1 Base Rent. Tenant agrees to pay during the Initial Term of this Lease as Base Rent for the Premises, the sums shown for the periods shown in Item 4 of the Basic Lease Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable in equal consecutive monthly installments, in advance, commencing on the Commencement Date and continuing on the tenth (10) day of each calendar month thereafter, provided that the first full monthly installment of Base Rent, described in Item 4 of the Basic Lease Provisions, shall be payable upon Tenant's execution of this Lease. Landlord will cooperate with Tenant to accommodate payment of Rent (or certain types of Rent) via ACH payments. 4.2 Tenant's Percentaee Share. Subject to the provisions of this Lease and in accordance with Exhibit "E", attached hereto, in addition to paying Base Rent, with respect to each Expense Year (defined in Exhibit "E'7 Tenant shall also pay: (a) Tenant's Percentage Share (defined in Exhibit "E"1 of Excess Operating Expenses (defined in Exhibit "E") and (b) Tenant's Percentage Share of Excess Property Taxes (defined in Exhibit "F'). 4.3 Parking Fees. 4.3.1 Subject to Section 4.3.2 below, on the first day of each calendar month during the Term, Tenant shall pay to Landlord (or at the request of Landlord, to Landlord's designated parking operator) Landlord's then prevailing charge (the `Parking Fees") for all Parking Passes rented by Tenant for such calendar month. Such Parking Fees shall be in addition to all taxes, assessments or other impositions imposed by any governmental entity in connection with Tenant's use of such Parking Passes, which taxes, assessments or other impositions shall be paid by Tenant, or if required to be paid by Landlord, shall be reimbursed to Landlord (or at the request of landlord, to Landlord's designated puking operator) by Tenant concurrently with the payment of the Parking Fees described above. 4.3.2 The Parking Fees payable with respect to the first eighty-four (84) Parking Passes rented by Tenant during the Initial Term (and the charges for all Short Term Project Packing Validations and Long Term Project Parking Validations provided by Landlord to Tenant (pursuant to Section 2.3(c)(ii) above) during the Initial Term) are included in the Base Rent payable by Tenant with respect to the Premises during the Initial Term. 4.3.3 The Parking Fees payable with respect to all Parking Passes rented by Tenant during an Extension Tern (and the charges for all Short Term Project Parking Validations and Long Term Project Parking Validations provided by Landlord to Tenant (pursuant to Section 2.3(c)(ii) above) during an Extension Term) shall be determined in connection with the FMRR (and Extension Tenn Base Rent) for the Premises for such Extension Term, and shall be added to (and included in) the Extension Tenn Base Rent. 4.4 Payment of Rent. 4.4.1 Generallv. Base Rent, all forms of Additional Rent payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall each: (a) constitute rent payable hereunder (sometimes collectively be referred to herein as "Rent"), (b) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States and, except as may be expressly provided to the contrary in this Lease, without any abatement, offset or deduction whatsoever, and (c) be payable to Landlord at the address of Landlord described in Item 10 of the Basic Lease Provisions or to such other Person or place as Landlord may from time to time designate 801 W Civic Center Dr—City ofSnuta Arta Lease -7- 25B-14 in writing to Tenant. Any amount of Rent that is payable on a monthly basis and that is payable respect to a partial month, shall he prorated based on the number of days in such month. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Rent due hereunder shall be deemed to be other than a payment on account of the earliest installment of Rent then due; nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed to effect or evidence an accord and satisfaction; and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other remedy in this Lease or at law or in equity provided. 4.4.2 LATE PAYMENTS, TENANT ACKNOWLEDGES THAT THE LATE PAYMENT OF RENT WILL CAUSE LANDLORD TO INCUR ADMINISTRATIVE COSTS AND OTHER DAMAGES, THE EXACT AMOUNT OF WHICH WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO ASCERTAIN. LANDLORD AND TENANT AGREE THAT IF LANDLORD A RENT DELINQUENCY SHALL OCCUR, TENANT SHALL PAY TO LANDLORD, AS ADDITIONAL RENT: (A) A LATE CHARGE EQUAL TO FIVE PERCENT (5%) OF THE OVERDUE AMOUNT TO COVER SUCH ADDITIONAL ADMINISTRATIVE COSTS, AND (B) INTEREST ON ALL DELINQUENT AMOUNTS AT THE DEFAULT RATE, FROM THE DATE DUE UNTIL THE DATE PAID. ARTICLE 5—TENANT'S TAXES Tenant shall reimburse Landlord upon demand for any and all taxes, impositions or similar fees or charges payable by or imposed or assessed upon Landlord upon or with respect to: (a) any Tenant's Personal Property located in or about the Premises; (b) any Leasehold Improvements made in or to the Premises by or for Tenant (without regard m ownership of such improvements) if and to the extent the original cost, replacement cost or value thereof exceeds the cost of Landlord's then effective "Building Standard" tenant improvements, as determined in good faith by Landlord; (c) the Rent payable hereunder, including, without limitation, any gross receipts tax, license fee or excise tax levied by any governmental authority; (d) the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the Premises; or (e) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. ARTICLE 6— fINTENTIONALLY OMITTEDI ARTICLE 7- USE OF PREMISES 7.1 Tenant's Permitted Use. Tenant shall use the Premises only for Tenant's Permitted Use set forth in Item 7 of the Basic Lease Provisions and shall not use or permit the Premises to be used for any other purpose. Tenant shall, at its sole cost and expense, obtain and maintain in full force and effect all governmental licenses, approvals and permits required for Tenant's Permitted Use. In no case shall Tenant use or suffer or permit the use of any portion of the Premises for any Expressly Restricted Use. 7.2 Compliance With Laws and Other Requirements. 7.2.1 Subject to Section 7.2.2 below, Landlord shall cause the Common Areas and the Base Building to comply with all Laws, if and when any such action is required by any governmental authority and/or If and to the extent that any failure of any portion of the Common Areas or the Base Building to comply with any applicable Laws would: (a) prohibit Tenant from entering into a sublease to any Approved County Entity of Approved State Entity (as such terms are defined below) in accordance with Section 11. 1.2 below; (b) unreasonably and materially affect the safety of Tenant's employees or the operation of Tenant's business; or (c) would create a material and significant health hazard for occupants of the Premises. 7.2.2 Tenant shall timely take all actions required comply in all respects with (and shall cause each of its employees and occupants to take all actions required comply in all respects with) and cause the Premises to comply with: (a) all Laws, now or in the future applicable to the Premises and Tenant's use thereof (including, without limitation, any Law requiring any form of improvement or alteration to the Building), (b) the Rules and Regulations, and (c) all covenants, conditions and restrictions applicable to the Project. In addition, if any modifications or alterations to any portion of the Common Areas or the Base Building (defined below) are required under any applicable Laws as a result of Tenant's use of the Premises or any of Tenant's Leasehold Improvements, then at the election of Landlord: (i) Tenant shall be responsible for performing such modifications or alterations, at its expense or (ii) Tenant shall, within ten (10) days following Landlord's demand therefor together with reasonable supporting documentation, reimburse Landlord for all of its costs and expenses incurred in connection with Landlord's performance of such modifications or alterations, 7.2.3 Tenant shall not use the Premises, or permit the Premises to be used, in any manner, or do or suffer any act in or about the Premises which: (A) violates or conflicts with any applicable Law, any of the Rules and Regulations or any covenants, conditions and restrictions applicable to the Project (B) causes or is reasonably likely to cause damage to the Project, the Premises or the Building Systems; (C) violates a requirement or condition of any policy of insurance covering the Project and/or the Premises, or increases the cost of such policy; (D) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occupants of the Project or its equipment, facilities or systems or (E) interferes with, or is reasonably likely to interfere with, the transmission or reception of microwave, television, radio, telephone, or other communication signals by antennae or other facilities located in the Project. Without limiting the generality of the foregoing, should any federal, state or local governmental agency having jurisdiction with respect to the establishment regulation or enforcement of occupational, health or safety standards for employers, employees or tenants impose on Landlord or on Tenant at any time now or in the future any requirement or Law relating in any manner to the Premises or occupancy thereof, Tenant shall, at its sole cost and expense, comply promptly (or at Landlord's election, bear the cost of such compliance as effected by Landlord) with such requirement or Law. Tenant shall indemnify, defend and hold harmless Landlord fi-om and against any and all Claims arising out of or relating to any failure of Tenant to perform any of its obligations under this Section 7.2. Landlord shall not enforce the Rules and Regulations in a discriminatory manner; provided that Landlord shall not be liable to 801 JY Civic Center Dr—City ofSanra Ann Lease -8- 25B-15 Tenant for any violation of any of the Rules and Regulations (or any applicable Laws or covenants, conditions and restrictions applicable to the Project) by any other tenant or occupant of the Project. 7.3 Hazardous Materials. No Hazardous Materials shall be Handled upon, about, in, above or beneath the Premises or any portion of the Project by or on behalf of Tenant or any other Tenant Patties. Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be used and stored at the Premises in compliance with all Laws and the highest prevailing industry standards. Tenant shall: (a) take all actions (or at Landlord's election, reimburse Landlord for taking all actions) necessary to restore the Premises or any portion of the Project to the condition existing prior to the introduction of any Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws and (b) shall indemnify, defend and hold harmless Landlord from and against any and all Claims arising out of or relating to any Handling by or on behalf of Tenant or any Tenant Party of any Hazardous Materials upon, about, in, above or beneath the Premises or any portion of the Project and/or the presence of any Tenant's Hazardous Materials in, on, under or about the Project. ARTICLE 8. UTILITIES AND SERVICES 8.1 Building Services. Provided that no Event of Default exists, subject to the terms, conditions and standards set forth in this Lease, Landlord shall furnish or cause to be furnished, as part of Operating Expenses to the Premises, the utilities and services described in Exhibit "F" attached hereto. — 8.2 Interruption of Services. Landlord shall not be liable for any failure to furnish, stoppage of, or interruption in furnishing any of the services or utilities described in Exhibit "F" when such failure is caused by accident, breakage, repairs, strikes, lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, acts of war, moratorium or other governmental action, or any other cause beyond Landlord's reasonable control, and, in such event, Tenant shall not be entitled to any damages nor shall any failure or interruption abate or suspend Tenant's obligation to pay Rent under this Lease or constitute or be construed as a constructive or other eviction of Tenant. ARTICLE 9 - MAINTENANCE AND REPAIRS 9.1 Landlord's Obligations. Landlord shall endeavor to keep the Common Areas of the Building and the Project in a clean and neat condition. Subject to Section 9.2 below: (a) Landlord shall make all necessary repairs, within a reasonable period following receipt of notice of the need therefor from Tenant, to the exterior walls, exterior doors and windows of the Building, and to public corridors and other public areas of the Project not constituting a portion of any tenants' premises and (b) shall use commercially reasonable efforts to keep all Building Systems used by Tenant in common with other tenants in reasonable condition and repair, reasonable wear and tear excepted. Except as provided in Section 13. 1, there shall be no abatement of Rent, nor shall there be any liability of Landlord wising from the making of, or failure to make, any maintenance or repairs, alterations or improvements in or to any portion of the Building or Project. Tenant waives the right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code, and under all other similar laws, statutes or ordinances now or hereafter in effect, and waives and releases the right to terminate this Lease under Section 1932(1) of the California Civil Code and under all other similar laws, statutes or ordinances now or hereafter in effect. 9.2 Tenant's Obligations. During the Term of this Lease, Tenant shall, at its sole cost and expense, maintain the Premises in good order and repair and in a safe, clean and now condition. Tenant shall make all repairs to the Premises not required to be made by Landlord under Section 9.1 above (including, without limitation, repair or replacement, as applicable, of all damaged and broken fixtures and appurtenances) with replacements of any materials to be made by use of materials of equal or better quality. Further, Tenant shall be responsible for, and upon demand by Landlord shall promptly reimburse Landlord for, any damage to any portion of the Project or the Premises caused by: (a) activities of Tenant or any Tenant Party in or at the Premises or any other portion of the Project; (b) the perfornance or existence of any Alterations made by or for Tenant or any Tenant Party in or to the Premises; (c) the installation, use, operation or movement of Tenant's Personal Property in or about the Building or the Premises; (d) the design, installation or operation of any Alterations that are not consistent with Building Standards (as defined in the Work Letter); or (e) any act or omission by Tenant or any Tenant Party or any other person permitted in or invited to the Premises or the Project by Tenant or any Tenant Party. ARTICLE 10 - ALTERATIONS 10.1 Landlord's Work. Landlord's sole construction obligation under this Lease is set forth in the Work Letter. Except as expressly provided in the Work Letter. Landlord has made no representation or warranty to Tenant and has no obligation to alter, remodel, improve, renovate, repair or decorate the Premises, the Building, or the Project or any portion thereof. Tenant further acknowledges and agrees that no representations respecting the condition of the Premises, the Building or the Project have been made by Landlord to Tenant except as specifically set forth in this Lease. 10.2 Landlord's Consent: Conditions. Except for Permitted Alterations, Tenant shall not make any Alterations (or allow or permit any Alterations to be made) without first obtaining the prior written consent of Landlord, which consent shall be requested in writing not less than fifteen (15) business days prior to the scheduled and actual commencement of any work therein. All such Alterations: (a) shall comply with all applicable Laws, (b) shall be compatible (as determined in good faith by Landlord) with the Building and all Building Systems; (c) shall not interfere with the me and occupancy of any other portion of the Building or the Project by any other tenants or their invitees; (d) shall not be visible from the exterior of the Building or from any Common Areas; and (c) shall not affect the integrity of the structural portions of the Building. In addition, Landlord may impose as a condition to its consent to any Alterations, such additional requirements as Landlord in its sole discretion deems necessary or desirable (including, without limitation, a requirement for Tenant to obtain (or require its contractor to obtain) a completion and lien indemnity bond prior to commencement of any Alterations). Within ten (10) days of written demand therefor, Tenant shall: (i) reimburse all costs and expenses incurred by Landlord because of Tenant's Alterations and (ii) shall pay Landlord's supervision fee in an amount equal to ten percent (10%) of the cost of the Alterations in question (provided that no supervision fee shall be payable with respect to Permitted Alterations). Tenant and Tenant's contractors shall comply with such construction rales and regulations and building standards as Landlord may promulgate from time to 801 W Civic Center Dr -City ofSanra Ana Lease -9- 25B-1 6 9_ 25B-16 time. All direct and indirect costs relating to any modifications, alterations or improvements of the Project or the Building, whether outside or inside of the Premises, required by any governmental agency or by Law as a condition or as the result of any Alteration requested or effected by Tenant shall be bome by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or improvements (at Tenant's sole cost and expense) or require such performance directly by Tenant. 10.3 Performance of Alterations Work. All work relating to all Alterations (other than the initial Tenant Improvements, which will be performed by Landlord in accordance with the Work Letter) shall be performed by Tenant at Tenant's sole cost and expense and shall be prosecuted to completion in a diligent, first class manner (and so as not to interfere with any other tenants or occupants of the Project), and in compliance with any plans and specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, all applicable Laws, and the requirements of all carriers of insurance on the Premises, Building and Project. the Board of Underwriters, Fire Rating Bureau, or similar organization. Tenant shall not use any portion of the Common Areas in connection with the making of any Alterations, and Tenant shall not modify or alter any improvements or components of the Building or the Project outside of the Premises. Upon completion of any Alterations (other than Permitted Alterations), Tenant shall deliver to the Building management office, within thirty (30) days following completion of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD file of the "as built" documents of the Alterations (current version of Autocad). 10.4 No Liens. Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant shall keep Landlord, the Premises, the Project and Tenant's leasehold interest free from all Encumbrances, including, without limitation, any of the same relating to the Alterations or any other work performed for, materials furnished to or obligations incurred by Tenant, and Tenant shall indemnify, defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or related to any Encumbrances. Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or encumbrance has been filed. Tenant shall give Landlord not less than five (5) business days' prior written notice before commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of non -responsibility. 10.5 Removal and Restoration. All Alterations (and the Tenant Improvements) shall become a part of the Premises and shall become the property of Landlord upon the expiration or earlier termination of this Lease; provided that by written notice to Tenant, Landlord may require Tenant to remove some or all of the Leasehold Improvements (other than any Leasehold Improvements that existed in the Building as of the Effective Date), in which event, prior to the date of expiration or termination of this Lease, Tenant shall remove the Leasehold Improvements designated by Landlord to be so removed, and shall restore, patch and repair any resulting damage to the Premises, Building and Project, all at _Tenant's sole expense. All Tenant's Personal Property 'owned or installed by Tenant or any other Tenant Party in the Premises shall be and remain the property of Tenant (or the applicable Tenant Party), and upon theexpiration or earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises or the Project caused by such removal. If Tenant fails to remove any such items or repair such damage promptly atter the expiration or earlier termination of this Lease, Tenant (or the applicable Tenant Party) shall be deemed to have abandoned the same, in which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon demand), or appropriate the same for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party). ARTICLE 11 -TRANSFERS H.[ Restriction; Permitted Subleases. 11.1.1 Restriction. Except as provided in Section It. 1.2 below, Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, make or permit any Transfer without the prior written consent of Landlord in accordance with Section 11.4 below. Any Transfer in violation of the provisions of this Article 11 shall be null and void. Notwithstanding anything contained in this Article I l to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized, and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void. 11.1.2 Permitted Subleases. Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business days' prior written notice, but without the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Govemmental Entities. Landlord shall cooperate with Tenant's efforts to consummate any such subleases to any such Approved Governmental Entities, including, without limitation, in connection with any proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable efforts to comply with the State Requirements specified in Exhibit "L" attached hereto. Any sublease permitted without the consent of Landlord under this Section 11. 1.2 (a `Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section 11.2, Section l L3. Section 11.4, Seetion I1.5, or Section 11.6 below 11.2 Notice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tenant shall submit to Landlord: (a) a Proposed Transfer Notice at least twenty (20) business days (and not more than one hundred eighty (180) days) prior to the effective date of the proposed Transfer, and (b) four (4) originals of the proposed assignment or sublease or other Transfer document on a form approved by Landlord and four (4) originals of the Landlord's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant and the proposed Transferee. If Tenant modifies any of the material terms and conditions relevant to a proposed Transfer specified in the Transfer Notice, Tenant shall resubmit such Transfer Notice to Landlord for its consent. Following delivery of a Transfer Notice, Tenant shall additionally provide such other information or materials with respect to the proposed Transfer and/or Transferee as Landlord may reasonably request, including, without limitation, credit reports, business plans, operating history, bank and character references. 11.3 Landlord's Recapture Rights. At any time within twenty (20) business days atter Landlord's receipt of all of the information and documents described in Section t 1.2, Landlord may, at its option, in its sole and absolute discretion, by written notice to Tenant, elect to: (a) in the case of proposed sublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant (b) in the case of a proposed assignment, take an assignment of this Lease upon the same terms as those offered to the 801 W Ovic Center Dr—City of Sanra Ana Lease -lo- 25B-17 proposed assignee; or (e) terminale this Lease in its entirety or as to the portion of the Premises subject to the proposed Transfer, with a proportionate adjustment in the Rent payable hereunder if this Lease is terminated as to less than all of the Premises. For the avoidance of doubt, this Section 11.3 shall not apply to any Permitted Sublease. 11.4 Landlord's Consent: Standards. l 1.4.1 If Landlord does not exercise any of the options described in Section 11.3 above, then within twenty (20) business days following its receipt of a Transfer Notice (and all of the other items described in Section 11.2 above), Landlord shall notify Tenant whether it will grant or withhold its consent to the proposed Transfer in accordance with Section 1 L4 below. Landlord's consent to any proposed Transfer shall not be unreasonably withheld; provided however, that in addition to any other grounds available hereunder or under applicable Law for properly withholding consent to such proposed Transfer, Tenant acknowledges and agrees that it shall be reasonable for Landlord to withhold its consent to any proposed Transfer if: (a) in Landlord's good faith judgment: (i) the proposed Transferee does not have the financial strength (taking into account all of the Transferee's other actual or potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), (ii) the proposed Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Project or the business and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord in the Project or (iii) the use of the Premises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian traffic in and out of the Building and/or the Project, (B) generate increased loitering in Common Areas, (C) increase security risk, or (D) require any alterations to the Building or the Project to comply with applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government; (c) the proposed Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (d) either the proposed Transferee, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed Transferee (i) occupies space in the Project or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project or (ii) is a direct competitor of Landlord; (e) an Event of Default then exists; (f) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party or would give an occupant of the Project a right to cancel or modify its lease; (g) any ground lessor or mortgagee whose consent to such Transfer is required fails to consent thereto; (h) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar rights held by Tenant (pr will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (i) the proposed Transfer would be on economic terms (based upon effective rental rates) more favorable to the Transferee than the economic terms then being accepted by. Landlord for comparabledirect leasing transactions in the Project; or 0) the proposed Transfer would result in more thamthree subleases per each full floor of the Premises being in effect at any one time during the Term. For the avoidance of doubt, this Section 11.4.1 shall not apply to any Permitted Sublease 11.4.2 - Notwithstanding anything to the contrary in this Lease, if Tenant or say proposed Transferee claims that Landlord has unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article 11, then the sole remedy of Tenant and such proposed Transferee if such claim is determined by a court of competent jurisdiction to be successful shall be a declaratory judgment and an injunction for the relief sought without any monetary damages or other monetary relief. To the maximum extent permitted by Law, Tenant and each proposed Transferee hereby waive any and all other remedies, including, without limitation, any right at law or equity to terminate this Lease with respect to any such claim. Tenant shall indemnify, defend, protect and hold harmless Landlord from any and all Claims involving or asserted by any third party or parties (including, without limitation, Tenant's proposed Transferee and/or any broker representing Tenant and/or such Transferee in connection with a proposed Transfer) claiming they were damaged by Landlord's wrongful withholding or delaying of consent to any proposed Transfer or other breach of this Article 11. Tenant acknowledges that Tenant's rights under this Article I I satisfy the conditions set forth in Section 1951.4 of the California Civil Code with respect to the availability to Landlord of certain remedies for a default by Tenant under this Lease. 11.5 Transfer Profits. Subject to the provisions of this Article I I, if Landlord consents to any Transfer (other than a Permitted Sublease), Tenant shall pay to Landlord fifty percent (5000%) of any Transfer Profits. Tenant shall provide Landlord with a detailed statement setting forth the calculation of any Transfer Profits that Tenant either has or will derive from a Transfer. Landlord or its representative shall have the right at all reasonable times to audit the books and records of Tenant with respect to the calculation of Transfer Profits. If such inspection reveals an underpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and the cost of Landlord's audit within ten (10) business days after its receipt of the results of such audit. For the avoidance of doubt, this Section 11.5 shall not apply to any Permitted Sublease 11.6 Landlord's Costs. With respect to each Transfer (other than a Permitted Sublease) proposed to be consummated by Tenant, whether or not Landlord shall grant consent, and whether or not Landlord's consent shall be required, Tenant shall, within ten (10) business days after written request by Landlord, reimburse all of Landlord's Review Expenses relating to such proposed Transfer. For the avoidance of doubt, this Section 11.6 shall not apply to any Permitted Sublease 11.7 Continuing Liability of Tenant. Notwithstanding the consummation or attempted consummation of any Transfer under this Article l l (including, but not limited to, any assignment of this Lease), Tenant shall remain as fully and primarily liable for the payment of Rent and for the performance of all other obligations of the "Tenant" contained in this Lease to the same extent as if the Transfer had not occurred. Any act or omission of any Transferee that violates the terms of this Lease shall be deemed a default by Tenant under this Lease, and following expiration of the applicable notice and cure period, shall be deemed an Event of Default, in which case, Landlord may proceed directly against Original Tenant (and/or any of its successors as the "Tenant" hereunder) without the necessity of exhausting its remedies against such Transferee (notwithstanding the fact that the Original Tenant (and/or any of its successors as the "Tenant" hereunder) may have assigned all of its right, title and interest in this Lease). Landlord may consent to subsequent Transfers of this Lease with Transferees of Tenant, upon notice to Tenant, but without obtaining its or their consent thereto, and such action shall not relieve Tenant of its liability under this Lease. 11.8 Non -Waiver. The consent by Landlord to any Transfer shall not relieve Tenant, or any Person claiming through or under Tenant, of the obligation to obtain the consent of Landlord, pursuant to this Article I I to any further Transfer. Following any Transfer, Landlord may collect Rent from the Transferee without waiving any rights hereunder, and collection of the Rent from a Person other than Tenant shall not be 801 IY Civic Center Dr— City ofSaara Axa Lease -H- 25B-1 8 1 - 25B-18 deemed a waiver of any of Landlord's rights under this Article 11, an acceptance of any Transferee as. a tenant of Landlord, or a release of Tenant from the performance of Tenant's obligations under this Lease. ARTICLE 12 -SUBORDINATION AND ATTORNMENT: ESTOPPEL CERTIFICATES: FINANCIAL STATEMENTS. 12.1 Subordination and Attornment. 12.1.1 This Lease, and the rights and interests of Tenant hereunder, are and shall be subordinate to all Security Instruments which now or hereafter constitute a lien upon or affect the Project, the Building or the Premises and the rights and interests of the Holders of such Security Instruments. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated any such Security Instruments to this Lease, and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) business days of demand therefor execute any instruments or other documents which may be required by Landlord or the Holder of any Security Instrument, and specifically shall execute, acknowledge and deliver within five (5) business days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall attom to and recognize as Tenant's landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within five (5) business days of demand therefor execute any instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Section 12.1.1. 12.1.2 Should any current or prospective mortgagee or ground lessor for the Building or the Project (or any portion thereof) require a modification or modifications of the Lease, which modification or modifications will not cause an increased cost or expense to Tenant, or in any other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are required therefor and to deliver the same to Landlord within ten (10) days following Landlord's request therefor. 12.2 Estoppel Certificates. Tenant shall, upon not less than ten (10) business days prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying those facts for which certification has been requested by Landlord or any -.- current or prospective purchaser or current or prms ective'Holder of any Security Instrument, including, without limitation, that: (a) this Lease is unmodified and in full force and effect (or setting forth any modifications that have occurred), (b) the dates to which the Base Rent and other forms of Rent payable hereunder have been paid, (c) whether or not Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease (and, if so, specifying each such default of which Tenant may have knowledge), and (d) any other facts for which certification is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certificate is being provided. The form of the statement attached hereto as Exhibit `R' is hereby approved by Tenant for use pursuant to this Section 12.2, but Landlord shall have the right to use other fors for such purpose. Tenant's failure to execute and deliver such statement within such time shall be conclusive upon Tenant that this lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant. Any statement delivered pursuant to this Section 12.2 may he relied upon by any prospective purchaser, mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project. 12.3 Financial Statements. At any time during the Term, Tenant shall, upon five (5) business days' prior notice from Landlord, provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year for each of Tenant and the Guarantor (if any). Such statements shall be prepared in accordance with generally accepted accounting principles, consistently applied, and shall be audited by an independent certified public accountant ARTICLE 13 —CASUALTY: TAKING 13.1 Casualty l3. LI Repair of the Premises. Tenant shall promptly notify Landlord in writing (a "Damage Notice") of any casualty event, damage or condition to which this Section 13.1 is or may be applicable (a "Casualty"). Landlord shall, within a reasonable time after the discovery by Landlord of any damage resulting from any Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this Section 13.1, begin to repair the damage to the Project and the Premises resulting from such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (the "Restoration") to substantially the same condition as it existed before such Casualty, except for modifications required by applicable Laws or covenants, conditions and restrictions, and modifications deemed desirable by landlord; provided, however, that Landlord shall not be required to repair or replace any of the Leasehold Improvements or any of Tenant's Personal Property (all of which shall be promptly repaired, restored and/or replaced by Tenant). Landlord shall have no liability for any inconvenience or annoyance to Tenant or injury to Tenant's business as a result of any Casualty, or the Restoration, regardless of the cause therefor. Base Rent, and Additional Rent payable under Sections 4.2 and 4_3, shall abate if and to the extent Tenant ceases to occupy a material portion of the Premises that was damaged by a Casualty and rendered unfit for occupancy (for the Permitted Use) as a result thereof, for the period of time commencing on the date Tenant vacates such damaged portion of the Premises and 'continuing until the Premises Restoration is substantially complete (as reasonably determined by Landlord); provided, however, that such abatement shall be limited to the proceeds of rental interruption insurance proceeds with respect to the Prernises and such Casualty collected by Landlord. 13.1.2 Exceptions to Landlord's Obligations. Notwithstanding anything to the contrary contained in this Section 13.1, Landlord shall have no obligation to repair the Premises and shall have the right to terminate this Lease in any case where: (a) any portion of the Premises or any material portion of the Project is damaged and (b) any of the following conditions exist: (i) Landlord estimates in good faith that the Restoration cannot reasonably be completed (without the payment of overtime) within one hundred eighty (180) days of Landlord's discovery of the 801 IV Civic Center Dr—City of Santa Ana Lease -12- 25B-19 Casualty Damage, (it) the Holder of any Security Instrument requires any insurance proceeds with respect to such Casualty Damage to be applied to the outstanding balanced the obligation secured by such Security Instrument. (iii) the cost of the Restoration is not fully covered by insurance proceeds available to Landlord and/or payments received by Landlord firom tenants, (iv) Tenant shall be entitled to an abatement of Rent under this Section 13.1 for a period of time in excess of thirty-three percent (33%) of the remainder of the Term, or (v) such Casualty occurs during the last eighteen (18) months of the Tenn (disregarding Extension Terms, if any). Such right of termination shall be exercisable by Landlord by delivery of written notice to Tenant at any time following the Casualty until sixty (60) days following the later of: (A) delivery of the Damage Notice or (B) Landlord's discovery or determination of any of the events described in clauses (i) through (v) of the preceding sentence, and shall be effective upon delivery of such notice of termination (or if Tenant has not vacated the Premises, thirty (30) days thereafter). 13.1.3 Waiver. Landlord and Tenant agree that the provisions of this Section 13.1 and the remaining provisions of this Lease shall exclusively govem the rights and obligations of the parties with respect to any and all damage to, or destruction of, all or any portion of the Premises or the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect (including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, as amended from time to time). 13.2 Takine. If the whole or a material portion of the Premises, the Building or the Project shall be taken under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate as of the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking (the "raking Date"). In the event of a Taking of such portion of the Project, the Building or the Premises as shall, in the opinion of Landlord, substantially interfere with Landlord's operation thereof, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days following the Taking Date. If a portion of the Premises is so taken and this Lease is not terminated: (a) Landlord shall, with reasonable diligence and at Landlord's cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by Laws and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant's Personal Property and Leasehold Improvements that are not consistent with then Building Standards) to a complete, functioning unit and (b) the Base Rent payable hereunder shall be reduced proportionately based on the portion of the Premises so taken. Except as expressly provided otherwise in this Section 13.2, the entire award for any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be entitled to independently pursue a separate award for the loss of, or damage to, Tenant's Personal Property and Tenant's relocation costs directly associated with the Taking (but Tenant shall not otherwise assert any claim against Landlord or the condemning authority). No Taking of any portion of the Premises, the Building or the Project (or any portion thereof) for a period of less than two hundred seventy (270) days (a "Temporary Taking") shall terminate this -Lease or entitle Tenant to any abatement of the Rent: payable to. Landlord under this Lease; provided, however, that any award for any such Temporary Taking shall belong to Tenant, but only to the extent that the award applies to any time period during the Term of this Lease. This Section 13.2 shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import. ARTICLE 14— INDEMNIFICATION AND INSURANCE 14.1 Waiver of Liability and Indemnification. Except to the extent expressly provided to the contrary herein, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Patties for any damage to persons or property (including, without limitation, loss of profits and intangible property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or sub -surface or from any other place or caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, protect and hold harmless Landlord and each of the Landlord Parties from and against any and all Claims that arise out of, are occasioned by or are in any way attributable to: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided that Tenant shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise out of the gross negligence or willful misconduct of Landlord, its agents or employees. 14.2 Insurance. At all times during the Tenn of this Lease, Tenant shall: (a) procure and maintain, at its sole expense, the insurance policies described in Exhibit "G", attached hereto and (b) otherwise comply with each and all of the obligations and requirements set forth in Exhibit "G". Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exhibit "G" is adequate to protect Tenant against Tenant's undertakings under the terms of this Lease or otherwise, and if Tenant believes that such insurance coverage required under this Lease is insufficient, at its own expense. Tenant shall provide such additional insurance as Tenant deems adequate. 14.3 Waiver of Subrogation. Notwithstanding any provision of this Article 14 to the contrary, Landlord and Tenant intend that their respective property damage loss risks shal I be home by their respective insurance carriers to the extent of the property damage insurance that each of Landlord and Tenant are required to carry under Exhibit "G", and except as expressly provided otherwise in this Lease, in the event of a property loss, each of Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective property damage insurance carriers to the extent that such property loss is of a type that is covered by the property damage insurance it is required to carry under Exhibit "G". As long 0 such waivers of subrogation are reasonably available, each of the parties hereto hereby waives all of its rights and claims against each of the other parties hereto for such losses, and provided such waiver of subrogation shall not affect the right of such party as the insured under its property damage policy (or policies) to recover thereunder, waives all of the rights of subrogation of its property damage insurers. The parties hereto further agree that, so long as no material additional premium is charged therefore, their respective property insurance policies are now, or shall be, endorsed such that the foregoing waiver of subrogation shall not affect the right of the insured to recover thereunder. ARTICLE 15 — EVENTS OF DEFAULT AND REMEDIES 15.1 Events of Default By Tenant. The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant (an "Event of Default"): 301 tMvic Center Dr— City ofSanradna Lease -13- 25B-20 15.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof (or to perform any of its obligations under Article 6 above), if such failure continues for three (3) days following Landlord's delivery of written notice thereof. 15.1.2 The abandonment of the Premises by Tenant, or the vacation of the Premises by Tenant for a period of ten (10) consecutive days (with or without the payment of Rent), or the failure of Tenant to take occupancy of the Premises within thirty (30) days of the Commencement Date (it being agreed that the fact that any of Tenant's Property remains in the Premises shall not be evidence that Tenant has not vacated or abandoned the Premises). 15.1.3 Any failure by Tenant to execute and deliver any statement or document described in Article 12 requested by Landlord within the time periods specified therein, if such failure continues for three (3) days after Landlord's delivery of written notice thereof. 15.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.1.1, 15_1.2 and 15_1.3 above, if such failure continues for twenty (20) days (except where a different period of time is specified in this Lease, in which case such different time period shall apply) after Landlord's delivery of written notice them mP, provided, however, that if the nature of the default is such that it cannot be cured within the twenty (20) day period, no Event of Default shall exist if Tenant commences the curing of the default within the twenty (20) day period and thereafter diligently prosecutes the same to completion. 15.1.5 The making or furnishing by Tenant of any warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any material respect when made or furnished. 15.1.6 The assignment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in violation of Article 11. 15.1.7 The filing or execution or occurrence of any one of the following: (a) a petition in bankruptcy or other insolvency proceeding by or against Tenant or any general partner of Tenant, (b) a petition or answer by Tenant or any general partner of Tenant seeking relief under any provision of the Bankruptcy Act, (c) an assignment by Tenant or any general partner of Tenant for the benefit of creditors, (d) a petition or other proceeding by or against Tenant or any general partner of Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any ,general partner of Tenant or any property -of Tenant or any,. geneml;parmer of Tenant, (e) a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any general partner of` Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, or (t) an admission by Tenant or any general partner of Tenant of its inability to pay its debts as they become due 15.1.8 The default by any guarantor of Tenant's obligations hereunder under any guaranty of this Lease, the attempted repudiation or revocation of any such guaranty or the participation by any such guarantor in any other event described in this Section l5 l (as if this Section 15. 1.8 referred to such guarantor in place of Tenant). 15.1.9 Any default that continues beyond the applicable notice and cure period by Tenant or any Affiliate of Tenant under any lease (other than this Lease) between: (a) Landlord or any Affiliate of Landlord and (b) Tenant or any Affiliate of Tenant. All of the notices described in this Section 15.1 shall be in lieu of, and not in addition to, any notice required under Section 1 l6l of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. 15.2 Remedies. Upon the occurrence of any Event of Default by Tenant, in addition to any other remedies available to Landlord at law or in equity, without any further notice or demand whatsoever Landlord shall have the option to pursue any one or more of the remedies described in Section I of Exhibit "H", attached hereto, each and all of which shall, subject to applicable law, be cumulative and nonexclusive (and all of the other provisions of Section l of Exhibit "H" shall apply to an Event of Default by Tenant hereunder). ARTICLE 16—LANDLORD DEFAULT; LANDLORD'S LIABILITY 16.1 Landlord Default. Landlord's failure to perform or observe any of its obligations under this Lease shall constitute a material default by Landlord under this Lease (a "Landlord Default') only if such failure shall continue for a period of thirty (30) days after Landlord (and each Notified Party) receives written notice from Tenant specifying (and describing in reasonable detail) the alleged default (and identifying the applicable Lease provision(s)); provided, however, that if the nature of the default is such that it cannot be cured within the thirty (30) day period, no Landlord Default shall exist if Landlord (or any Notified Party) commences the curing of the applicable default within thirty (30) days following its receipt of Tenant's default notice and thereafter diligently prosecutes the same to completion. Subject to the remaining provisions of this Lease, following the occurrence of any Landlord Default, Tenant shall have the right to pursue any remedy available under Law for such Landlord Default by Landlord; provided, however, that in no case shall Tenant have any right to terminate this Lease on account of any such Landlord Default. 16.2 Landlord's Lease Undertakings. Notwithstanding anything to the contrary contained in this Lease or any other Lease Documents, it is expressly understood and agreed by and between the parties hereto that: (a) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Tenant, its successors and assigns) with respect to: (i) any actual or alleged breach or breaches by or on the part of Landlord of any of Landlord's Lease Undertakings or (ii) any matter relating to Tenant's use or occupancy of the Premises shall be limited to an amount equal to the lesser of. (x) Landlord's equity interest in the Building and (y) the equity interest Landlord would have in the Building if the Building were encumbered by independent secured financing equal to eighty percent (80%) of the value of the Building; (b) Tenant shall have no recourse against any other assets of Landlord or any other Landlord Parties (or their officers, directors or shareholders); (c) except to the extent of Landlord's equity interest in the Building(to the extent provided above), no personal liability or personal responsibility of any sort with respect to any of Landlord's Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, 801 WC&Ie Center Dr—G}tyofSanlaelna Lease. _ _ .-14- 2513-21 Landlord or any of the other Landlord Parties, and (d) at no time shall Landlord be responsible or. liable to Tenant for any lost profits, lost economic opportunities or any form of consequential damage as the result of any actual or alleged breach by Landlord of Landlord's Lease Undertakings or in connection with any other matter relating to Tenant's use or occupancy of the Premises. 16.3 Sale by Landlord, A sale or conveyance by Landlord of the Project or of any portion thereof containing the Premises shall operate to release Landlord from any liability with respect to any of the agreements, obligations, covenants or conditions, express or implied, herein contained in favor of Tenant that are to be performed after (and/or that first accrue after) such sale or conveyance, and Tenant agrees to look solely to the successor in interest of Landlord in and to this Lease for the performance of all of the agreements, obligations, covenants or conditions, express or implied, herein contained in favor of Tenant that are to be performed after (or that first accrue after) such sale or conveyance (and for satisfaction of all liabilities arising out of the same). This Lease shall not be affected by any such sale, however, and Tenant agrees to attorn to the purchaser or assignee, such attornment to be effective and self -operative without the execution of any further instruments by any of the parties to this Lease. ARTICLE 17 - MISCELLANEOUS 17.1 Notices. All notices, requests and/or demands which Landlord or Tenant may be required, or may desire, to serve on the other (or any Holder) shall, except as expressly provided otherwise herein, be in writing and may be served, as an alternative to personal service, by mailing the same by registered or certified mail, postage prepaid, or by a reputable overnight courier service, which provides evidence of delivery, addressed to the Landlord at the address for Landlord set forth in Item 11.2 of the Basic Lease Provisions and to Tenant at the address for Tenant set forth in Item 1 1.1 of the Basic Lease Provisions, or, from and after the Commencement Date, to the Tenant at the Premises whether or not Tenant has departed from, abandoned or vacated the Premises, or addressed to such other address or addresses as either Landlord or Tenant may from time to time designate written notice to the other. Any such notice, request or demand shall be deemed to have been served at the time the same was posted. 17.2 Brokers. The parties recognize as the broker(s) who procured this Lease, the firm(s) specified in Item 9 of the Basic Lease Provisions and agree that Landlord shall be solely responsible for the payment of any brokerage commissions to said broker(s), and that Tenant shall have no responsibility therefor unless written provision to the contrary has been made a part of this Lease. If Tenant has dealt with any other person or real estate broker in respect to leasing, subleasing or renting space in the Building, Tenant shall be solely responsible for the payment of any fee due said person or firm and Tenant shall protect, indemnify, hold harmless and defend Landlord from any Claims relating thereto. 17.3 Rights Reserved by Landlord. 17.3.1 Entry by Landlord. Landlord may enter the Premises at all reasonable times to: (a) inspect the same; (b) exhibit the same to prospective purchasers, lenders or tenants; (c) determine whether Tenant is complying with all of its obligations under this Lease; (d) supply janitorial and other services to he provided by Landlord to Tenant under this Lease; (e) post notices of non -responsibility; (e) exercise any of Landlord's rights or perform any of Landlord's obligations under this Lease•, (f) make repairs or improvements in or to the Project or the Premises (provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little interference to Tenant as reasonably possible) or (g) for any other reasonable purpose. Tenant hereby waives any claim for damages for any injury or inconvenience to, or interference with, Tenant's business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry. Landlord shall at all times have and retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have the right to use any and all means by which Landlord may deem proper to open such doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any such means, or otherwise, shall not under any circumstances be deemed or construed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from any part of the Premises. Such entry by Landlord shall not act as a termination of Tenant's dudes under this Lease. If Landlord shall be required to obtain entry by means other than a key provided by Tenant, the cost of such entry shall be payable by Tenant to landlord. 17.3.2 Right to Lease; Proiect or Building Name and SI na e. Landlord reserves. the absolute right to: (a) lease space in the Project and to create such other tenancies in the Project as Landlord, in its sole business judgment, shall determine is in the best interests of the Project; (b) to change the name or street address of the Building and/or the Project; and (c) to install, affix and maintain any and all signs on the exterior and on the interior of the Building and/or the Project as Landlord may so desire, in its sole discretion. Landlord does not represent and Tenant does not rely upon any specific type or number of tenants occupying any space in the Building or the Project during the Tenn of this Lease. Tenant shall not, without the prior written consent of Landlord, use the name of the Building and/or the Project, or any pictures or illustrations of the Building and/or the Project, in Tenant's advertising or in any other publicity, and to the extent that Landlord grants such consent, shall refer to the Building and/or the Project by the name designated by Landlord. 17.3.3 The Other Improvements. If portions of the Project or property adjacent to the Project (collectively, the "Other Improvements") are owned by an entity other than Landlord, Landlord, at its option, in its sole and absolute discretion, may enter into an agreement with the owner or owners of any or all of the Other Improvements to provide: (a) for reciprocal rights of access and/or use of the Project and the Other Improvements; (b) for the common management, operation, maintenance, improvement and/or repair of all or any portion of the Project and the Other Improvements; (c) for the allocation of a portion of the Operating Expenses to the Other Improvements and the operating expenses and taxes for the Other Improvements to the Project; and (d) for the use or improvement of the Other Improvements and/or the Project in connection with the improvement, construction, andfor excavation of the Other Improvements and/or the Project. Nothing contained herein shall be deemed or construed to litnit or otherwise affect Landlord's right to convey all or any portion of the Project or any other of Landlord's rights described in this Lease 17.3.4 Renovation of the Project and Other Improvements/Construction of New Improvements. Tenant acknowledges that portions of the Project and/or the Other Improvements may be under construction following Tenant's occupancy of the Premises, and that such consuuction may result in levels of noise, dust, obstmetion of access, etc. which are in excess of that present in a billy constructed project. Tenant acknowledges and agrees that Landlord may alter, remodel, improve and/or renovate (collectively, the "Construction Work") the Building, Premises, and/or the Project (including, without limitation, by constructing new improvements in Common Areas), and in connection with any Construction Work, Landlord may, among other things, erect scaffolding or other necessary structures in the Building, or elsewhere in or at the 801 il'Civic Cerner Dr— City afSauta Ana Lease -is- 25B-22 Project, restrict access to portions of the Project, including portions of the Common Areas, or perform work in the Building and/or the Project. Tenant hereby agrees that such Construction Work and Landlord's actions in connection with such Construction Work shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or liability to Tenant for any injury to or interference with Tenant's business arising from any such Construction Work, and Tenant shall not be entitled to any damages from Landlord for loss of use of the Premises, in whole or in part, or for loss of Tenant's personal property or improvements, resulting &am the Construction Work or Landlord's actions in connection therewith or for any inconvenience occasioned by such Construction Work or Landlord's actions in connection therewith. 17.3.5 Other Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant's use or possession of the Premises or giving rise to any claim for set-off or abatement of Rent: (a) to designate and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises and, notwithstanding the provisions of Article 10, the design, arrangement, style, color and general appearance of the portion of the Premises visible from the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all changes, additions and removals thereto, shall, at all times have the appearance of premises having the same type of exposure and used for substantially the same purposes that are generally prevailing in first class office buildings in the area; (b) to display the Premises and/or the Building and/or the Project to mortgagees, prospective mortgagees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance notice to Tenant; (c) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building and/or the Project, provided no such change shall materially adversely affect access to the Premises; (d) to grant any party the exclusive right to conduct any business or render any service in the Building or in the Project, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes permitted under this Lease; (e) to prohibit the placement of vending or dispensing machines of any kind in or about the Premises other than for use by Tenant's employees; (f) to prohibit the placement of video or other electronic games in the Premises; (g) to have access for Landlord and other tenants of the Building to any mailchutes and boxes located in or on the Premises according to the rules of the United States Post Office and to discontinue any mail chute business in the Building and/or the Project; (h) subject to Tenant's rights of access under Section 2.1.3, to close the Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all times under such rules and regulations as Landlord prescribes for security purposes; (i) to install, operate and maintain surveillance systems which monitor, by closed circuit television or otherwise, all -persons entering or leaving the Building and/or the Project; @ to install and maintain pipes, ducts, conduits, wires and structural elements located in the Premises which serve other parts or other tenants of the Building and/or the Project; (k) to retain at all times master keys -or pass keys to the Premises; (1) to modify, change„ add to. cr delete the design, configuration, layout, size, ingress, egress, areas, method of operation, and other characteristics of or relating to the Parking Facilities at any time, and/or to provide for nonuse, partial use or restricted use of portions thereof, (m) to delegate control of the Parking Facilities to a packing operator (and/or to master lease the Parking Facilities to a parking operator) in which case Landlord may assign any or all of the rights, including rights of control, attributed hereby to the Landlord to such parking operator, and (n) to take (and require Tenant to take) reasonably appropriate action to comply with any Law or mandatory controls or voluntary controls promulgated by any governmental or quasi-govemmentat authority or public utility relating to: (1) the use or conservation of energy, water, gas, light or electricity, reduction of automobile or other emissions, or the provision of any other utility or service and/or (ii) the reduction and/or management of traffic, transportation or parking in or around the Project. 17.4 Light and Air. No diminution or shutting off of any light, air or view by any structure now or hereafter erected shall in any manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder. 17.5 Force Maieure. Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any failure to perform any of Landlord's obligations hereunder if such failure is caused by any reason beyond the control of landlord, including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation, or by fire, earthquake, civil commotion, or failure or disruption of utility services (a "Force Majeure Event"). The amount of time for Landlord to perform any of Landlord's obligations shall be extended by the amount of time Landlord is delayed in performing such obligation by reason or any such Force Majeure Event whether similar to or different from the foregoing types of occurrences. 17.6 Attorneys' Fees: Governing Law: No Counterclaim: Choice of Laws; Waiver of Jury Trial. 17.6.1 Attorneys' Fees. If either Landlord or Tenant shall commence any action or other proceeding against the other arising out of, or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, in addition to any other relief, its actual attorneys' fees irrespective of whether or not the action or other proceeding is prosecuted to judgment and irrespective of any court schedule of reasonable attorneys' fees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' fees incurred in collecting Rent or otherwise seeking enforcement against Tenant, its sublessees and assigns, of Tenant's obligations under this Lease. 17.6.2 Governing Law. This Lease shall be governed by, and construed in accordance with, the laws of the state of California (without regard to its conflict of laws principles). 17.6.3 Choice of Jurisdiction. Tenant hereby submits to local jurisdiction in the State of California and agrees that any action by Tenant against Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Tenant for any action brought by Landlord against Tenant in the State of California. 17.6.4 Waiver of Trial by Jurv. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH EXPRESSLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTTES. THE FILING OF A CROSS- COMPLAINT BY ONE AGAINST THE OTHER IS SUFFICIENTTO MAKE THE PARTIES "ADVERSE" 17.7 OFAC Compliance. Tenant represents, warrants and covenants to Landlord: (a) that neither the Tenant nor any person or entity that directly owns a 10% or greater equity interest in it nor any of its officers, directors or managing members is a person or entity with whom U.S. 8011V Chic Center Dr—City ofSmna dna Lease -t6- 25B-23 persons or entities are restricted from doing business under OFAC regulations (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, Executive Order 13224, or other governmental action, (b) that Tenant's activities do not violate the Money Laundering Act, and (c) that throughout the tern of this Lease the Tenant shall comply with Executive Order 13224 and with the Money Laundering Act. 17.8 State Specific Requirements. 17.8.1 California Civil Code Section 1938. As of the date of this Lease, the Premises, Building and Project have not been inspected by a Certified Access Specialist ("CASp") as referred to in Section 1938 of the California Civil Code. A CASp can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant, The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction -related accessibility standards within the Premises. 17.8.2 California Public Resources Code Section 25402.10, Pursuant to California Public Resources Code Section 25402.10 and the regulations adopted thereunder (together with any furore law or regulation regarding disclosure of energy efficiency data with respect to the Project, the "Electrical Energy Disclosure Laws"): (a) Landlord is or may be required to disclose to third parties (including, without limitation, prospective purchasers, lenders and tenants of the Project) information concerning the amount of electrical power consumed at the Project ("Electrical Energy Use Disclosures"), and (b) in order to make such Electrical Energy Use Disclosures, Landlord may need to obtain information regarding Tenant's consumption of electrical power in the Premises (if and to the extent that delivery of electrical power to the Premises or any applicable portion thereof that is treasured by a meter in Tenant's nine). Accordingly, Tenant agrees to cooperate with Landlord in connection with any such Electrical Energy Use Disclosures, including, without limitation, by providing to Landlord, within ten (10) days following Lessor's request therefor: (i) copies of (or access to) bills or other records reflecting the delivery of electrical power to the Premises or any applicable portion thereof that is measured by a meter in Tenant's name and/or (it) other information (such as without limitation, the number of employees regularly working at the Premises (or any applicable portion thereof), the types of equipment regularly used at the Premises (or any applicable portion thereof) and/or the regular operating hours at the Premises (or any applicable portion thereof)) that is reasonably required for Landlord to estimate the amount of electrical power consumed at the Premises. 17.9 Fair Employment Practices/Non-Discrimination. Landlord agrees, subject to applicable laws, rules and regulations, that no person shall be subject to discrimination in the performance of this Lease on the basis of race, color, religion, national origin, sex, sexual orientation, gender identity, AIDS, HIV status, age, disability, handicap or veteran status. Landlord shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without respect to any of these bases, including but not limited to employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. t7. 10 Interpretation. Tenant acknowledges that it has read and reviewed this Lease and that it has had the opportunity to confer with counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties. All captions, headings, titles, numerical references and computer highlighting are for convenience only and shall have no effect on the interpretation of this Lease. All terms and words used in this Lease, regardless of the number or gender in which they are used, shall be deemed to include the appropriate number and gender, as the context may require. Each covenant, agreement, obligation or other provision of this Lease to be performed by Tenant are separate and independent covenants of Tenant, and not dependent on any other provision of this Lease. Time is of the essence of this Lease and the performance of all obligations hereunder. In the event any provision of this Lease is found to be unenforceable, the remainder of this Lease shall not be affected, and any provision found to be invalid shall he enforceable to the extent permitted by law. The parties agree that if two different interpretations may be given to any provision hereunder, one of which will render the provision unenforceable, and one of which will render the prevision enforceable, the interpretation rendering the provision enforceable shall be adopted. IT 11 No Partnership or .Joint Venture; No Third Party Beneficiaries. Nothing contained in this Lease shall be deemed or construed to create the relationship of principal and agent, or partnership, or joint venture, or any other relationship between Landlord and Tenant other than landlord and tenant Landlord shall have no obligations hereunder to any person or entity other than Tenant or any person or entity claiming through Tenant, and no other parties shall have any rights hereunder as against Landlord. For the avoidance of doubt, it is understood and agreed that Persons that are Landlord Parties are intended third party beneficiaries of and shall have the right to enforce Sections 14.1, 14.21 14.3 and 16.2 above 17.12 Entire Agreement; Amendment, Successors; Survival of Obligation , This Lease contains all of the agreements and understandings relating to the leasing of the Premises and the obligations of Landlord and Tenant in connection with such leasing. Landlord has not made, and Tenant is not relying upon, any warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except those expressly set forth herein. This Lease supersedes any and all prior agreements and understandings between Landlord and Tenant and alone expresses the agreement of the parties. This Lease shall not be amended, changed or modified in any way unless in writing executed by Landlord and Tenant. Landlord shall not have waived or released any of its rights hereunder unless in writing and executed by the Landlord. Except as expressly provided herein, this Lease and the obligations of Landlord and Tenant contained herein shall bind or inure to the benefit of Landlord and Tenant and their respective successors and assigns, provided this clause shall not permit any Transfer by Tenant contrary to the provisions of Article .11. Any obligations of Tenant accruing prior to the expiration of this Lease shall survive the termination of this Lease, and Tenant shall promptly perform all such obligations whether or not this Lease has expired. 17.13 Prohibition Against Recording, Neither this Lease nor any memorandum, affidavit or other writing with respect thereto shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant. 801 W Ovic Center Dr—Clry of Santa Ana Lease -17- 25B-24 17.14 Confidentiality. Tenant agrees that: (a) the terns and provisions of this Lease are subject to the terns of the California Public Records Act and Freedom of information Act 17.15 No Offer to Lease. The submission of this Lease to Tenant or its Broker or other agent, does not constitute an offer to Tenant to lease the Premises. This Lease shall have no force and effect until: (a) it is executed and delivered by Tenant to Landlord, (b) it is fully reviewed and executed by Landlord and (c) all conditions to the effectiveness of this Lease are satisfied (or waived by the applicable party); provided, however, that, upon execution of this Lease by Tenant and delivery to Landlord, such execution and delivery by Tenant shall, in consideration of the time and expense incurred by Landlord in reviewing this Lease and Tenant's credit, constitute an offer by Tenant to Lease the Premises upon the terms and conditions set forth herein (which offer to Lease shall be irrevocable for twenty (20) business days following the date of delivery). 17.16 Authors If Tenant signs as a corporation, partnership, limited liability company or other similar entity, each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing entity, that Tenant has and is qualified to do business in the state of California, that Tenant has full right and authority to enter into this Lease, and that each of both of the persons signing on behalf of Tenant are authorized to do so. Upon Landlord's request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties. The person executing this Lease on behalf of Landlord hereby covenants and warrants that Landlord has full right and authority to enter into this Lease and that the person signing on behalf of Landlord is authorized to do so. 17.17 Counterparts; Facsimile Execution. This Lease may be executed in counterparts each of which shall be deemed as an original, but all of which taken together shall constitute one and the same document. Each of the parties hereto agree that the. delivery of an executed copy or counterpart of this Lease by facsimile or email shall be legal and binding and shall have the same full force and effect as if an original executed copy or counterpart of this Lease had been delivered. [Signatures Appear on Next Page/ 801 IPCivic Center Dr -City ofSanM Ana Lease -Is- 25B-25 IN WITNESS WHEREOF, this Lease is hereby executed as of the Effective Date. LANDLORD: TENANT: CF SANTANA, LLC, THE CITY OF SANTA ANA, a Delaware limited liability company a Municipal corporation. By: By. Name: Name: Cynthia J. Kurtz Title: Title: Interim City Manager ATTEST: By: Name: Maria Huizar Title: Clerk of the Council Effective Date: , 2017 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck, Asst. City Attorney RECOMMEND APPROVAL: Konert M. Lur Schmede, Intenm Executive Director Community Development Agency 801 IV Civic Center Dr—City of Santa Ana Lease -19- 25B-26 1q_25B-26 EXHIBIT "B" NOTICE OF LEASE TERM DATES To: Re: Office Lease dated_, 20_ (the "Lease") between CF SANTANA, LLC, a Delaware limited liability company ("Landlord'), and the City of Santa Ane, a charter city and municipal wrporation ("Tenant') concerning Suite 200 on floor 2 of the office building located at 801 West Civic Center Drive, Santa Ana, California. — — Ladies and Gentlemen: In accordance with the Lease, we wish to advise you and/or confirm as follows: I. The Premises are substantially completed, and the Tenn shall commence on or has commenced on for a term of (_) months ending on 2. Base Rent commenced to accrue on , in the amount of $ per month and as more particularly set forth in Item 4 of the Basic Lease Provisions of the Lease. _ 3. If the Commencement Date is other than the first, day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. 4. Your rent checks should be made payable to [[Landlord at the address specified in Item l0 of the Basic Lease Provisions] / [I 1, LLC, P.O. Box f I f 1]. 5. The Premises contains RSF. G. Tenant's Proportionate Share is %. LANDLORD: CF SANTANA, LLC, a Delaware limited liability company By: Name Title: TENANT: [ ], [ ] By: Name: Title: By: Name: Title: 801 W Ciple Center Dr—City afSanta Ana Lease -L- Exhibit B 25B-28 EXHIBIT "C" WORK LETTER THIS WORK LETTER (this "Work Letter") is attached as Exhibit C to that certain Office Lease (the "Lease') by and between CF SANTANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ("Tenant"). This Work Letter sets forth the terms, covenants and conditions relating to the construction and installation of the Tenant Improvements in the Initial Premises. All capitalized terms used herein not otherwise defined herein shall have the meanings attributed to such terms in the Lease. Ll Landlord's Architect and the Engineers. Landlord shall engage (a) Fraser McClellan or another qualified interior architect selected by Landlord ("Landlord's Architect') to prepare the Construction Drawings (defined below) for the Premises based upon the Final Space Plan (defined below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for the structural, mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work relating to the Tenant Improvements for the Premises. 1.2 Final Space Plan; Space Planning Allowance. A copy of the final space plan (and pricing plan) for all Tenant Improvements in the Initial Premises ("Final Space Plan") is attached hereto as Schedule "C-1". Landlord shall bear all costs and expenses in connection with the preparation of the Final Space Plan ("Space Planning Costs in an amount equal to $2.898.15 (i.e., $0.15 per RSF in the Initial Premises). Any Space Planning Costs in excess of $2,898.15 shall be "Tenant Improvement Costs" and shall be deducted from the Allowance Amount. 1.3 Final Working Drawings. Based upon the Final Space Plan, Landlord shall cause the Architect and the Engineers to complete and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fully coordinated architectural and (to the extent required) structural, mechanical, electrical and plumbing working drawings and specifications for the Tenant Improvements in a form which is sufficiently complete to allow all subcontractors to bid on the work shown therein and to obtain all applicable Permits therefor, if any (defined below) (collectively, the "Final Working Drawings"), Tenant shall, within five (5) business days after Tenant receives the Final Working Drawings, either: (a) approve the Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and return the same to Landlord showing revisions required to eliminate such Design Problem (or Design Problems). If Tenant fails to notify Landlord within five (5) business days after its receipt of the Final Working Drawings that it approves or disapproves the same, Tenant shall be deemed to have approved the Final Working Drawings. A "Design Problem" means and shall' exist only if the Final Working Drawings are not consistent with the Final Space Plan. If Tenantdisapproves the Final Working Drawings. because they contain one or more Design Problems, then Landlord shall cause Landlord's Architect to make the requested changes thereto to the extent required'ito eliminate such Design Problems and shall resubmit to Tenant such revised Final Working Drawings, with the foregoing procedure to be repeated until the Final Working Drawings for the Premises are ultimately approved (or deemed approved) by Tenant (as so approved, the "Approved Working Drawings"). The Approved Working Drawings, as modified by any Changes (defined below) approved by Landlord, and all parts or components thereof are sometimes referred to herein as the "Construction Drawings". L4 Changes In the Final Space Plan and Approved Working Drawings. No Changes (defined below) may be made by Tenant without the prior written consent of Landlord (in accordance with Section 1.5.1 below); provided, however, that Landlord may withhold its consent in its sole and absolute discretion to any Change which in Landlord's judgment are unreasonable or would directly or indirectly delay Substantial Completion (defined below). Tenant acknowledges and agrees that Tenant shall bear the cost of any Changes that are requested by Tenant. "Changes" means, collectively: (a) any changes, modifications or alterations in either the Final Space Plan or the Approved Working Drawings or in the Tenant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by Tenant in accordance with Section 1.3, above (or otherwise), other than any such changes, modifications or alterations that are required in order to eliminate a Design Problem. 1.5 Landlord's Review. L5. t Any approval or consent of Landlord hereunder with respect to any portion or component of the Construction Drawings or the Tenant Improvements shall be granted or withheld on the basis of such standards as Landlord shall establish in good faith from time to time. Landlord has established (or may establish in the future) Building Standards for the components to be used in the construction of the Tenant Improvements in the Premises (`Building Standards"). The quality of all Tenant Improvements shall be equal to or of greater quality than the quality specifications of the Building Standards; provided, however that Landlord may, at Landlord's option, require the Tenant Improvements to comply with specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete from, and make other changes to the Building Standards from time to time. 1.5.2 Landlord's review of any matters (including, without limitation, any requested Changes), as set forth in this Work Letter, shall be solely for the purpose of protecting Landlord's interests hereunder, and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters, for the benefit of Tenant or any other party, and Landlord shall not be responsible for any omissions or errors contained in any such items. SECTION 2 COST OF THE TENANT IMPROVEMENTS 2.1 Allocation of Costs; Allowance Amount; Tenant Improvement Costs. 2.1.1 Subject to the provisions of this Work Letter, Landlord hereby grants Tenant for the Tenant improvement Costs (defined below) an amount (the "Allowance Amount') equal to $772.840.00 (i.e., $40.00 per /LSF in the Initial Premises). Tenant shall bear all 801 {YClric Center Or—City ofSmnnAna Lease 1 - ExldbitC 25B-29 Tenant Improvement Costs (defined below) (and all other costs or expenses incurred by Tenant in connection with the design and construction of the Tenant Improvements) in excess of the Allowance Amount ("Excess Tenant Improvement Costs") in accordance with the provisions of this Work Letter. Landlord shall have no obligation hereunder to make any payments or disbursements, or to incur any obligation to make any payment or disbursement in connection with the design and construction of the Tenant Improvements, in a total amount which exceeds the Allowance Amount. In any event, at all times Tenant shall pay and satisfy in full on a timely basis all obligations for payment incurred by Tenant in connection with the design and construction of the Tenant Improvements. "Landlord's Architect" means the qualified licensed architect designated by Landlord from time to time as Landlord's Architect. 2. L2 "Tenant Improvement Costs" means the following: (i) the fees of the Architect and the Engineers in excess of the Space Planning Allowance; (ii) Landlord's customary supervision fee (the "Supervision Fee") in an amount equal to three percent (3%) of the total Tenant Improvement Costs (excluding the Supervision Fee); (iii) all fees and costs incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the Construction Drawings; (iv) the cost of any changes or modifications in or to the Common Areas or Base Building when such Changes are required in connection with the Tenant Improvements (which shall include, without limitation, any modifications or alterations to the path of travel from/to public transportation and public rights-of-way, parking and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to the Consthiction Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) construction of the Tenant Improvements (without regard to the amount of the Bid Estimate or Landlord's estimate of total Tenant Improvement Costs), including, without limitation, testing and inspection costs, trash removal costs, parking fees, after-hours utilities usage, and contractors' fees and general conditions; (vii) the cost of cable and other telecommunications lines installed as part of the Tenant Improvements, but specifically excluding any costs in connection with the installation of Tenant's telephone service (which shall be separately installed by Tenant's Agents); (viii) plan check, permit fees, license fees, Title 24 fees and use taxes; and (ix) the cost of installing Building Standard window coverings; and (x) the costs of the tenant demising walls and public corridor walls and materials to be installed on the second floor relating to the drywall and, any finishes and hardware on the Premises side of such walls as designated by Landlord. 2.2 Payment of Excess Tenant Improvement Costs by Tenant. Prior to commencement of performance of the Tenant Improvements and not later than thirty (30) business days following Landlord's written request therefor, Tenant shall pay to Landlord in cash the entire Estimated Excess Tenant Improvement Cost (defined in Section 3.2.1 below). If at any time during the course of performance of the Tenant Improvements, Landlord in good faith determines that the Excess Tenant Improvement Costs to be incurred in connection with performance of the Tenant Improvements will exceed the amount of any amounts (''Deposits") previously deposited by Tenant with Landlord pursuant to this Section 2_2, then not later than three (3) business days following Landlord's written request therefore, Tenant shall pay to Landlord in cash the amount of such excess. Any failure by Tenant to pay to Landlord any amount required to be paid to Landlord under this Section 2.2 (or under Section 2.3.2 below) within the time periods specified above shall be treated as failure to pay Rent when the same is due under the Lease, and notwithstanding anything in this Work Letter or the Lease to the contrary, (a) Landlord shall have the right to require the Contractor (defined below) to discontinue its performance of the Tenant Improvements until such dine as Tenant complies with the requirements of this Section 2.2, (b) any delays associated with any such discontinuance shall be deemed Tenant Delays (and shall not, in any case, constitute Landlord Delays) and (c) Landlord shall not be liable to Tenant for any additional costs, lost profits, lost economic opportunities or any form of consequential damage which may result from any such discontinuance by Landlord under this Section 2.2. 2.3 Disbursement: Reconciliation of Costs. Landlord shall have the right to disburse the Allowance Amount together with all Deposits previously made by Tenant (collectively, the "Tenant Credit Amount") for such Tenant Improvement Costs and in such order as Landlord shall determine. Following final completion of the Tenant [improvements, Landlord shall reconcile (the "TI Cost Reconciliation") the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount. 2.3.1 If the TI Cost Reconciliation indicates that the total Tenant improvement Costs incurred or disbursed by Landlord hereunder exceed the Tenant Credit Amount, Tenant shall pay in cash to Landlord, the amount of the excess within three (3) business days of Landlord's written request therefor. 2.3.2 If the TT Cost Reconciliation indicates that the Tenant Credit Amount exceeds the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord shall promptly return (or at Landlord's election, credit against Tenant's obligations to pay Rent next coming due) the amount of such excess Deposits to Tenant, and (b) to the extent that the TI Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder (any such excess the "Unapplied Allowance Amount"), then Tenant shall have the right, exercisable on orbefore the first (14) anniversary of the Commencement Date to deliver a Disbursement Request (together with all of the other items described in Section 2.3.1 above) requesting: (i) disbursement of funds from the Unapplied Allowance Amount for (a) Tenant Improvement Costs paid directly by Tenant; (ii) disbursement of up to $193.210.00 (i.e., $10.00 per RSF in the Initial Premises) from the Unapplied Allowance Amount for FF&E Costs (defined below) incurred by Tenant; and/or (iii) disbursement of up to 596.60500 (i.e., $5.00 per RSF in the Initial Premises) from the Unapplied Allowance Amount for Cabling & Moving Costs (defined below) incurred by Tenant; provided that, for the avoidance of doubt, Landlord shall have no obligation under this Section 2.3.2 or otherwise to: (A) disburse any amount in excess of the Unapplied Allowance Amount, (B) disburse more than the amount specified in clause (ii) above for FF&E Costs, (C) disburse more than the amount specified in clause (iii) above for Cabling and Moving Costs, (D) disburse any funds firm the Unapplied Allowance Amount for which Tenant first requests disbursement on or after the first anniversary of the Commencement Date. "FF&E Costs" means costs incurred by Tenant for furniture, fixtures and equipment and cabling for the Premises, and "Cabling & Moving Costs" means costs incurred by Tenant for cabling installed in the Premises and orfor Tenant's move into the Premises. 2.3.3 Notwithstanding anything to the contrary in this Work Letter (or in any other provisions of this Lease), if the Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder plus any amounts disbursed to Tenant under Section 2.3.2 above, Tenant shall not be entitled to any credit against or abatement of Rent. 801 JV Civic Center Dr—City of Sana Ana Lease 2 Exhibit C 25B-30 SECTION 3 CONSTRUCTION: DELIVERY OF PREMISES: SUBSTANTIAL COMPLETION[ PUNCH LIST ITEMS 3.1 Permits. Landlord will cause Landlord's Architect and the Engineers to submit the Approved Working Drawings to the appropriate governmental entities and otherwise apply for all applicable building and other permits and approvals (collectively, "Permits") (if any) necessary or required (in Landlord's good faith discretion) for the Contractor to commence, perform and fully complete the construction of the Tenant Improvements. Neither Landlord nor any Landlord Party shall have any obligation or liability to Tenant if any Permit (including, without limitation, any building permit, certificate of occupancy, or equivalent) is not timely or otherwise issued. 3.2 Landlord's Selection and Retention of the Contractor. 3.2.1 Landlord shall submit the Construction Drawings for the Premises on a fixed contract amount (or GMAX) basis to a general contractor selected by Landlord (the "Contractor"), which Contractor shall be independently retained by Landlord (pursuant to such construction contract form as Landlord shall in good faith determine) to construct the Tenant Improvements in accordance with the Construction Drawings. Landlord reserves the right to designate the subcontractor or subcontractors to perform particular trades (or components of) the Tenant Improvements such as fire/life safety, HVAC, structural and electrical work. 3.2.2 Landlord reserves the absolute right, without the need for consultation with or the consent of Tenant, to terminate the Contractor for nonperformance (as determined in good faith by Landlord) and in such case Landlord may select another general contractor to complete the Tenant Improvements. Notwithstanding any provision of this Work Letter to the contrary, Tenant hereby waives all claims against Landlord, and Landlord shall have no responsibility or liability to Tenant, on account of any nonperformance or any misconduct of any Contractor (or any subcontractor thereof) for any reason. 3.2.3 If the Tenant Improvements shall constitute "public works: pursuant to Labor Code §1720.2, the following shall apply: (a) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) prevailing wage requirements and be subject to restrictions and penalties in accordance with § 1770 at seq. of the Labor Code which requires prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts. (b) Landlord shall require the Contractor to furnish all subcontractors/employees a copy of the Department of Industrial Relations prevailing wage rates which Lessor will post at the job site. For .further information on prevailing wage: htw'/kk,ww,dit-.ca.gov/,llsristatisties research hnnl (c) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) the payroll record keeping and availability requirement of § 1776 of the Labor Code. (d) Landlord shall require the Contractor to (and to cause its subcontractors to Lessor/contractor to) make travel and subsistence payments to workers needed for performance of work in accordance with the Labor Code. (e) Prior to commencement of work, Landlord shall require the Contractor to contact the Division of Apprenticeship Standards and comply with § 1777.5, § 1777.6, and § 1777.7 of the Labor Code and Applicable Regulations. 3.3 Delivery of Premises; Substantial Completion; Punch List Items. 3.3.1 Delivery of Premises. Landlord shall deliver the Premises to Tenant upon Substantial Completion of the Tenant Improvements. Subject to Landlord's obligations under this Work Letter (including Landlord's obligations to perform (or cause to be performed) the Landlord's Work and to construct (or cause to be constructed) the Tenant Improvements in accordance with the Construction Drawings) and to all of Landlord's other express obligations under the Lease (including, under Section 9.1 of the Lease), Landlord shall have no duty or obligation to improve, or pay for any improvement for, the Premises or any portion thereof and Tenant shall accept the same in its Tenant shall accept the Premises in its then existing condition on the Delivery Date, "AS -IS", "WITH ALL FAULTS". 3.3.2 Substantial Completion. For purposes of this Lease, "Substantial Completion" shall occur upon (and the Premises shall be "Substantially Complete" upon) the substantial completion of construction of the Tenant Improvements pursuant to the Approved Working Drawings, as evidenced by a "signoft" on the building permit card by an inspector of the applicable governmental authority (typically the city in which the Building is located), with the exception of any Punch List Items (defined below) and any tenant fixtures, work -stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor. 3.3.3 Punch List Items. After the Substantial Completion by Landlord of the Tenant Improvements, representatives of Landlord, Tenant and the Contractor shall completely inspect the Premises and complete a list (the "Punch List") of all Punch List Items (defined below). Authorized representatives of Landlord, Tenant and the Contractor shall execute said Punch List to indicate their approval thereof. Landlord shall cause the Contractor to complete all Punch List Items described on the Punch List as soon as reasonably possible following the approval of such Punch List. As used herein, "Punch List Items" means all items of construction which entail one or more details of construction, decoration, mechanical adjustment or installation that do not materially and adversely affect the use and occupancy of any portion of the Premises for the normal conduct of Tenant's business. 301 W Civic Center Dr—City of SantaAaa Lease 3 Exhibit C 25B-31 3.3.4 Assignment of Warranties. Effective upon completion of the Tenant Improvements, Landlord shall assign to Tenant all warranties and guaranties by Contractor relating to the Tenant Improvements, and Tenant shall waive (and hereby waives) all claims against Landlord relating to, or arising out of the construction of, the Tenant Improvements, SECTION 4 TIME: DELAYS 4.1. Time. 4.1.1 Time of the Essence In This Work Letter. Unless otherwise indicated, all references herein to a "number of days" shall mean and refer to calendar days. In all instances where Tenant is required to approve or deliver an item, if no written notice of approval is given or the item is not delivered within the stated time period, at Landlord's sole option, at the end of such period the item shall automatically be deemed approved or delivered by Tenant and the next succeeding time period shall commence. Except where specific time periods are specified herein, all references to a "reasonable period" contained in this Work Letter shall mean a reasonable amount of time to respond to the request or submission in question, taking into consideration all of the circumstances reasonably related to the amount of time required, assuming reasonable diligence; provided, however, in no case shall such period ever be less than five (5) business days. 4.1.2 Time Deadlines. Tenant shall use its best, good faith, efforts and all due diligence to cooperate with Landlord, Landlord's Architect and the Contractor to complete all phases of the Construction Drawings and the permitting process and to receive the Permits, and to achieve Substantial Completion as soon as possible, and, in that regard, shall meet with Landlord on a scheduled basis to be determined by Landlord, to discuss Landlord's progress in connection with the same. 4.2 Delays. 4.2.1 Tenant Delays. A "Tenant Delay" means any delay as a direct, indirect, partial, or total result of any act or omission of Tenant or any of Tenant's Agents, including, without limitation, any of the following: (a) Tenant's failure to timely approve any matter requiring Tenant's approval hereunder; (b) any breach by Tenant of the provisions of this Work Letter or of the Lease; (c) any Changes requested by Tenant; (d) any requirement of Tenant for materials, components,.finishes or improvements which are not available within a commercially reasonable period, or which are different from, or not included in; the Building Standards; (e) changes to the Base Building and/or Building Systems required by the Final Space Plan, the Approved Working Drawings (or any Changes); (f) any unreasonable interference by Tenant or any of Tenant's Agents with the performance of the Tenant Improvements; or (g) any other event specified in this Work Letter to be a Tenant Delay. 4.2.2 Landlord Delays. A "Landlord Delay" means an actual delay as a result of any of the following: (a) Landlord's failure (for any reason other than a Tenant Delay or a Force Majeure Delay) to approve any matter requiring Landlord's approval under this Work Letter within the time period therefor set forth in this Work Letter; (b) material and unreasonable interference by Landlord or of any of Landlord's employees, contractors or agents (except as otherwise allowed under this Work Letter) with Tenant's performance of any of its obligations under this Work Letter; or (c) any other failure by Landlord, which pursuant to the terms of this Work Letter is deemed a Landlord Delay. Notwithstanding any provision of this Work Letter to the contrary, in the event that Tenant claims that it has suffered a Landlord Delay, Tenant shall, as a condition of the effectiveness of the claimed Landlord Delay, within three (3) days of its discovery of the claimed Landlord Delay, notify Landlord in writing of the existence of the claimed Landlord Delay and the probable estimated duration of such claimed Landlord Delay. 4.2.3 Force Majeure Delays. A "Force Majeure Delay" means any: (a) actual delay attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto) other than any such disturbance caused by or related to any default or activities of Tenant or any Tenant's Agents (if claimed by Tenant) or of Landlord or any of Landlord's agents, employees or contractors (if claimed by Landlord), (b) actual delay caused by any civil disturbance, act of the public enemy, war, terrorism, riot, sabotage, blockade, or embargo, (c) actual delay attributable to lightning, earthquake, fire, storm, hurricane, tornado, flood, washout or explosion, or (d) actual delay caused by governmental delay in the issuance of the Permits not due to the fault or negligence of Tenant or any Tenant's Agents (if claimed by Tenant) or gross negligence or willful misconduct of Landlord (if claimed by Landlord), or (c) any delay due to any other similar cause beyond the reasonable control of the party from whom performance is required, and beyond the reasonable control of its contractors and representatives (including, without limitation, in the case of Tenant, the Tenant's Agents). Notwithstanding any provision of this Work Letter to the contrary, in the event that any party claims that it has suffered a Force Majeure Delay, such party shall, as a condition of the effectiveness of such Force Majeure Delay, within three (3) days of discovery of the source of such delay, notify the other party hereto in writing of the existence of such Force Majeure Delay, the nature of the steps being taken by such party to minimize such delay and the probable estimated duration of such Force Majeure Delay. SECTION 5 GENERAL PROVISIONS 5. t Representatives. Tenant has designated DEBORAH SANCHEZ, ECONOMIC DEVELOPMENT SPECIALIST [ll as its sole representative with respect to the matters set forth in this Work Letter, who, until further notice to Landlord, shall have full authority and responsibility to act on behalf of the Tenant as required in this Work Letter. Landlord has designated Ted Bisehak as its sole representative with respect to the matters set forth in this Work Letter who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Work Letter 5.2 Tenant's Entry Into the Premises Prior to Substantial Completion. Provided that Tenant and Tenant's Agents do not interfere in any respect with Contractor's work (or performance of the Tenant Improvements) in the Building and the Premises, Landlord shall allow Tenant reasonable access to the Premises at least thirty (30) days prior to the Substantial Completion for the purpose of Tenant installing over 801 W Gvlc Center Dr— City ofSanfa Ana Lease 4 Exhibit C 25B-32 standard equipment or fixtures (including Tenant's data and telephone equipment). Not less than five (5) business days prior to Tenant's entry as permitted by the terms of this Section 5.2, Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing and purpose of Tenant's entry and the particular Tenant's Agents involved, and a copy of any governmental permits and approvals required in connection therewith. Tenant shall indemnify, protect, defend and hold Landlord harmless from and against any Claims resulting in any way from any such entry. 5.3 Tenant's Agents and Constructlon Matters. Tenant's Architect, the Engineers (if any) and all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant (collectively, "Tenants' Agents") shall conduct their activities in and around the Premises, Building and the Project in a harmonious relationship with all other subcontractors, laborers, materialmen and suppliers at the Premises, Building and Project and, if required by Landlord, all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant shall all be union labor in compliance with the master labor agreements existing between trade unions and the Southern California Chapter of the Associated General Contractors of America. Subject to the provisions of this Work Letter, Tenant shall: (a) timely pay in full all charges of each Tenant's Agents, (b) shall, on demand from Landlord, eliminate of record and satisfy in full all mechanics liens, stop notices as similar liens or encumbrances on the Building asserted or filed by any Tenant's Agent, (c) prior to any entry into the Building by Tenant or any Tenant's Agent, evidence, in form satisfactory to Landlord, compliance in full with the insurance requirements set forth in Exhibit "C-2" attached hereto, and (d) indemnify, defend, protect and hold Landlord harmless from any Claims, Damages and Costs asserted against or incurred by Landlord in connection with the Construction Drawings, any act or omission of any Tenant's Agent, or in connection with Tenant's non-payment of any amount arising out of the design or construction of the Tenant Improvements. Tenant shall comply in full (and shall cause each of its Tenant's Agents to comply in full) with such construction rules and regulations as Landlord shall adopt from time to time. 5,4 Tenant's Lease Default. Notwithstanding any provision to the contrary contained in this Lease, if an Event of Default, or a default by Tenant under this Work Letter, has occurred at any time on or before the Substantial Completion, then: (a) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord may cause Contractor to cease the construction of the Tenant Improvements (in which case, any delay Substantial Completion caused by such work stoppage shall be a Tenant Delay and any increased costs that result from any such work stoppage shall be Tenant Improvement Costs), and (b) all other obligations of Landlord under the terms of this Work Letter shall be suspended until such time as such default is cured pursuant to the terms of the Lease. 801 IV Civic Center Dr—City of Santa Ana Lease 5 Exhibit C 25B-33 �gi R ��°•1 �ad r{{l fi9'iP u i(�l' ! J• ljt it i n{Y.!€:!•!i 1 � i�C Pf!•"`so i`iev�i`°ip7i !si!l�liiji ii'lt 3,Agg•1� •!�efi°s411.p�Ik55j'� � N k e. l A i MT,�v Y0419n9fd�;!:111.!11r;lt!C:i O O Go B 0 030 0®® 0 0 0 0 O q ! 3 I kA �: i�L7#I�1 (=1.0101 ��9191iEaia nllst sl7Nl3 O �®O 'J 00 Qiu�11919 aB06 yb3v of II I I I �J 25B-34 " -A -T111 ' 25B-35 SCHEDULE "C-2" INSURANCE REOUIREMENT Generol Coverages. All of Tenant's Agents shall carry worker's compensation insurance covering all of their respective employees, and shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by Tenant as set forth in Article I I of the Lease. Special Coverages. The Tenant Improvements shall be insured by Tenant pursuant to Article I l of the Lease immediately upon completion thereof. All of Tenant's Agents shall carry excess liability and Products and Completed Operation Coverage insurance, each in amounts not less than $1,000,000 per incident, $2,000,000 in aggregate, primary automobile liability insurance with limits of not less than $1,000,000 per occurrence, and workers' compensation as required by law, and in form and with companies as are required to be carried by Tenant as set forth in Article I I of the Lease. General Terms. Certificates for all insurance carried pursuant to this Schedule "C-2" shall be delivered to Landlord before any entry into the Project by Tenant or any Tenant's Agent. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Tenant Improvements are damaged by any Tenant's Agents during the course of the construction thereof, Tenant shall immediately repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord. All policies carried under this Schedule "C-2" shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant's Agents. All insurance, except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the Landlord and that any other insurance maintained by Landlord is excess and noncontributing with the insurance required hereunder. The requirements of the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant contained in this Work Letter. 801 JVCvic Center Dr— City of Santa Ana Lease 25B-36 Schedule C-2 EXHIBIT "D" RULES AND REGULATIONS Tenant shall faithfully observe and comply with the following Rules and Regulations (including, but not limited to the General Rules, the Parking Rules and the Rules of the Site (Contractor's Work)). Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary for the management, safety, care and cleanliness of the Premises and the Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises. In the case of any conflict between these Rules and Regulations and the Lease, the Lease shall control. L GENERAL RULES 1. The sidewalks, driveways, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls of the Project shall not be obstructed or used for any purpose other than ingress and egress. 2. No awnings or other projection shall be attached to the outside walls of the Project without Landlord's prior written consent. 3. The sashes, sash doors, skylights, windows and door sthat reflect or admit light and air into the halls, passageways or other public places in the Project shall not be covered or obstructed, nor shall any bottles, parcels or other articles be placed on the windowsills. Neither the interior nor the exterior of any windows shall be coated or otherwise sunscreened without Landlord's prior written consent. If Tenant desires window curtains, the same must be of such uniform shape, color, material and make as may be prescribed by Landlord. 4: - Without Landlord's prior written consent (in its sole and absolute discretion), no sign, advertisement, notice or video shall be exhibited, projected, displayed, painted or affixed by Tenant on any part of the Premises or Project so as to be seen from the outside of, its Premises. In the event of Tenant's violation of the foregoing, Landlord may remove the same without any liability and may charge the expense incurred in such removal to Tenant. All Building standard signs whether on doors, directory tablets or elsewhere, shall be inscribed, painted or affixed for Tenant by Landlord at the expense of landlord, and shall be of a size, color and style acceptable to Landlord. 5. The bulletin board or directory of the Project will be provided exclusively for the display of the name and location of Tenant only; and Landlord reserves the right to exclude any other namestherefrom, and each and every name in addition to the name of Tenant placed upon such bulletin board or directory, shall be subject to Landlord's prior written consent (and if approved by Landlord, all costs therefor shall be paid by tenants). Any such listings or representations, once installed, shall be subject to relocation or removal upon Landlord's written request for any reason (except that any such relocations or removals at Landlord's request, unless such request is based upon Tenant's breach of the Lease shall be paid for by Landlord), and Tenant shall pay for the removal of any such listings or representations upon its departure from its Premises. 6. All doors opening onto public corridors shall be kept closed, except when being used for ingress and egress. 7. Tenant shall not mark, paint, dril I or bore into, cut or string wires in, lay linoleum or other floor coverings; in, or in any way deface any part of its Premises or the Project, except with landlord's prior written consent and as Landlord may direct. S. All keys shall be obtained from Landlord. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanisms thereof, Tenant must, upon the termination of its tenancy, give to Landlord all keys pertaining to the Premises and the Project, and in the event of the toss of any keys so furnished, Tenant shall pay Landlord the cost of replacing same or changing the lock or locks opened by such lost key(s) if Landlord shall deem it necessary to make such change. 9. No window or other air conditioning or heating units or other similar apparatus shall be installed or used by Tenant without landlord's prior written consent. 10. The water and wash closets and other plumbing fixtures shall not be used for any propose other than those for which they were constructed and no sweepings, rubbish, rags or other substances shall be thrown therein. Tenant agrees to prevent the overflow or release of water from bathrooms or kitchens, including but not limited to toilets, sinks, kitchen appliances, and other water receptacles. All damages resulting from any misuse of the fixtures by, or overflow or release of water caused by, Tenant or its servants, employees, agents, visitors or licensees shall be borne by Tenant. it. Tenant shall: (a) clean and dry visible moisture on windows, walls, and other surfaces, including personal property as soon as possible, (b) regularly clean and sanitize kitchens and other surfaces where water, moisture condensation, and mold can collect shall be regularly cleaned and sanitized and (c) limit the watering of any indoor plants. Tenant shall not obstruct or impede fresh air supply to furnace, air conditioner or heater ducts, or regular air flow and circulation throughout premises. Tenant shall report any of the following to Landlord within forty-eight (48) hours after Tenant first becomes aware of the same: (i) non -working fan, heater, air conditioner or ventilation systems; (ii) plumbing leaks, drips, sweating pipes, and/or wet spots; (iii) overflows from bathroom, kitchen, or other facilities, including, 801 W Civic Ceafer Dr -City afSanm Aaa Lease -I- Bxhibit D 25B-37 but not limited to, tubs, showers, shower enclosures, toilets, sinks, kitchen appliances, or other receptacles of water, especially in cases where the overflow may have permeated walls, floors, ceilings or fixtures; (iv) water intrusion into the Premises of any kind; (v) any mold or black or brown spots or moisture on surfaces inside the Premises; (vi) broken plumbing systems or standing water near structures within the Premises; and (vii) any odors consistent with mold growth within the Premises. L2. All removals from, or carrying in or out of, the Project of any safes, freight, furniture, heavy or bulky matter of any description, must take place only prior to 7:00 A.M. and/or after 5:30 P.M. on days other than Saturdays, Sundays and holidays (no moving being permitted on Saturdays, Sundays or holidays without special permission) and must be made upon the previous written notice to Landlord and under the supervision of Landlord or its agent(s), and the persons employed by Tenant to perform such work must be acceptable to Landlord: Tenant shall be responsible for any damage to the Premises and Project caused by or resulting from any such activity. Landlord reserves the right to inspect all safes or other heavy or bulky equipment or articles to be brought into the Project and to exclude from the Project all such heavy or bulky equipment or articles, the weight of which may exceed the floor load for which the Project is designed, or such equipment or articles as may violate any of the provisions of the Lease. Tenant shall not use any machinery or other bulky articles in the Premises, even though its installation may have been permitted, which may cause any noise, orjar, or tremor to the floors or walks, or which by its weight might cause injury to the floor of the Project. 13. Neither Tenant nor its servants, employees, agents, visitors or licensees shall at any time bring or keep upon the Premises any flammable, combustible or explosive fluid, chemical or substance, except for a reasonable quantity of such material reasonably necessary for the conduct of Tenant's business, 14. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the Tenant's use of the Premises for the Permitted Use. Tenant shall not, without Landlord's prior written consent, occupy or permit any portion of the Premises to be occupied or used for the manufacture or sale of liquor or tobacco in any form, or m a barber or manicure shop. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purposes. l5. Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with occupants of the Project or neighboring buildings or premises or those having business.with it by the use of any musical instrument, radio, phonographs or unusual noise, or in any other way. Neither Tenant nor its servants, employees, agents, visitors or licensees shall throw anything out of doors, windows or skylights or down passageways or common corridors. 16. No bicycles, vehicles or animals of any bind shall be brought into or kept in or about the Premises, and no cooking shall be done or permitted by in the Premises, except that the preparation of coffee, tea, hot chocolate and similar items for Tenan4 its employees and visitors shall be permitted provided such activities do not otherwise violate the Lease. Tenant shall not cause or permit any unusual or objectionable odors to be produced in or emanate from the Premises. 17. There shall not be used in any space, or in the elevators, common corridors or public halls of the building, any hand trucks except those equipped with rubber tires and side guards. 18. No vending or coin operated machines shall be placed by Tenant within the Premises without Landlord's prior written consent. 19. No person shall be employed by Tenant to do janitorial, maintenance, contraction or similar work in any part of the Project without Landlord's prior written consent. Any person employed by Tenant to do janitorial, maintenance or similar work with Landlord's consent shall, while in the Project, be subject to and under the control and direction of Landlord or its agent or representative (but not as an agent or servant of Landlord) and Tenant shall be responsible for all acts of such persons. 20. Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord's opinion, tends to impair the reputation of the Project or its desirability as an office building, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising. 21. Canvassing, soliciting and peddling are not permitted in the Project, and Tenant shall cooperate to prevent same. 22. Landlord revcrves dre right to control access to the Project by all persons after reasonable hours of generally recognized business days and at all hours on Sundays and legal holidays. Tenant shall be responsible for all persons for whom it requests after-hours access, and shall be liable to Landlord for all acts and omissions of such persons. Landlord assumes no responsibility and shall not be liable for any damage resulting from the admission of any unauthorized person to the Project 23. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of these Rules and Regulations. 24. Tenant shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in areas reasonably designated by Landlord or by applicable governmental agencies as nonsmoking areas. 25. Tenant shall comply with all safety, fire protection and evacuation regulations established by Landlord or any applicable governmental agency. 26. Tenant assumes all risks from theft or vandalism and agrees to keep the Premises locked as may be required, U. PARKING RULES. 801 IV Civic Center Dr— City ofSanrn Ana Lease -2- Exhibit D 25B-38 The following parking rules and regulations ("Parking Rules") shall be in effect at the Project Tenant shall comply with these Parking Rules in its use (and in the use of its visitors, patrons and employees) of the Parking Facilities. 1. Parking areas shall be used only for parking vehicles no larger than full size, passenger automobiles herein called "Permitted Size Vehicles." Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized Vehicles." 2. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. 3. Parking stickers, access cards or identification devices shall be the property of Landlord, and shall be returned to Landlord by the holder thereof upon termination of the holder's parking privileges. Tenant shall pay to Landlord refundable deposits on such devices as reasonably established by Landlord from time to time. Tenant will pay such replacement charge as is reasonably established by Landlord for the loss of such devices. 4. Landlord reserves the right to: (a) refuse the sale of monthly identification devices and/or parking access cards to any person or entity that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements and/or to (b) revoke the right of any such party (that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements) to use the Parking Facilities. 5. Landlord reserves the right to relocate all or a part of the parking spaces on the Project from one location on the Project to another and/or to reasonably adjacent offsite location(s), and to reasonably allocate them between compact and standard size spaces, so long as the same complies with applicable laws, ordinances and regulations. 6. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking. 7. Unless otherwise instructed, every person using the parking area is required to park and lock his own vehicle. Landlord will not be responsible or liable to Tenant, its visitors or employees for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area. 8. Parking validation, if established, will be permissible only by, such method or methods as Landlord and/or its licensee may establish at rates generally applicable. 9. The Parking Facilities shall be used only for parking Permitted Size Vehicles. 'Be maintenance, washing, waxing or cleaning of vehicles in the packing structure or common areas of the Project is prohibited. Tenant shall have no right to install any fixtures, equipment or personal property (other than vehicles) in the Parking Facilities, nor shall Tenant make any alteration to the Parking Facilities. 10. Tenant shall be responsible for seeing that all of its employees, agents and invitees comply with all applicable packing rules, regulations, laws and agreements (including, without limitation, these Parking Rules). 11. Such parking use as is herein provided is intended only as a license and no bailment is intended or shall be created hereby. 12. In no event shall Tenant or its employees park in reserved spaces leased to other tenants, or in stalls within designated visitor parking zones. 13. Tenant shall, upon request of Landlord from time to time, furnish Landlord with a list of the names of its (and its Transferee's) employees and vehicle license plate numbers. 14. Persons using the Parking Facilities shall observe all directional signs and arrows and any posted speed limits. Unless otherwise posted, in no event shall the speed limit of five (5) miles per hour be exceeded. All vehicles shall be parked entirely within painted stalls, and no vehicles shall be parked in areas which are posted or marked as' no parking" or on ramps, driveways and aisles. Only one (1) Permitted Size Vehicle may be parked in a parking space. In no event shall Tenant interfere with the use and enjoyment of the Parking Facilities by other tenants of the Building or their employees or invitees. 15. Should any parking spaces or privileges be allotted by Landlord or Tenant, either on a reserved or unreserved basis, Tenant shall not assign or sublet any of those spaces, either voluntarily or by operation of law, without the prior written consent of Landlord, except in connection with an authorized assignment of this Lease or subletting of the Premises. 16. Tenant agrees to notify its employees and visitors (and its Transferees) of the requirements of these Parking Rules as the same we modified from time to time, and assumes responsibility for compliance by its employees and visitors (and its Transferees, and their employees and visitors) with these Parking Rules as the same are modified from time to time. Tenant authorizes Landlord to tow away from the Building and/or Parking Facilities any vehicle parked in violation of these Parking Rules, and/or to attach violation stickers or notices to those vehicles. Ill. RULES OF THE SITE (CONTRACTOR'S WORK). The following rules and regulations shall apply to any work performed at the Project by or under the direction of Tenant or any other Tenant Party. Before commencement of any such work, Tenant shall deliver to Landlord a copy of those Rules of the Site (Contractor's Work) executed by the contractor(s) performing such work. I. The following Rules of the Site for Contractor's work ("Rules of the Site') shall govern the operation of Contractor and Contractor's subcontractors. The terns "Owner" and "Owner's Representative" are the same for purposes of this document (and where used, refer to the Landlord). 801 IV Civic Center Dr—City ofSanm Attu Lease -3- Exhibit D 25B-39 2. Within a reasonable time prior to the start of any on-site work, delivery of materials, equipment, or personnel, Contractor will submit to Owner the following: A- A complete set of drawings approved by Owner and subsequently by the City in which the Building is located. B- A fully executed Indemnity Agreement (To Be Provided by Owner Upon Request), C- Certificate of Insurance in a form approved by Owner executed by insurance companies acceptable to Owner. D- A fully executed Notification -Rules for Contractors (To Be Provided by Owner Upon Request). E- A job schedule of the work to be accomplished, detailed by trade. F- A complete list of all proposed Subcontractors and suppliers. Owner must approve all contractors and subcontractors before commencement of their work. G- The name and phone number (including emergency phone numbers) of personnel who are authorized to represent the Contractor. 3. No revisions or changes of any kind may be made to the construction plans previously approved by Owner without prior written consent of the Owner. Any proposed revisions or changes must be submitted to Owner in the form of a change order, for Owner's review and approval prior to commencement of such changes. Revisions or changes altering the floor plan, base building systems, or building operations must be submitted, in writing, to the Owner for review and approval prior to commencement of work. 4. All of Contractor's work must be scheduled so that it in no way conflicts with, interferes with, or impedes the quiet and peaceful enjoyment of other tenants or occupants of the Project, or with the progress of Owner's work or operations. Any work that is in conflict will be rescheduled by the Contractor to such time as approved by Owner. Additionally, Owner shall have no liability for any costs or expenses incurred by Contractor (or Tenant) in connection with such rescheduling. 5. Contractor and subcontractors shall employ persons and means for the orderly progress of the work without interruption on account of - strikes, work stoppages or similar causes of delay.- Additionally, Owner shall have no liability for any costs or expenses incurred by Contractor (or Tenant) in connection with such delays, 6. Materials and tool storage will be limited to the areas for which access has been granted. 7. Clean-up and rubbish removal shall be provided by the Contractor at Contractor's expense. Contractor must, on a daily basis, remove all rubbish, surplus and waste material resulting from the performance of his work. At the request of Owner, Contractor shall relocate any materials causing an obstruction as directed by Owner. Contractor will not be allowed to place a dumpster on site on a continuous basis during construction. Important note: The placement and location of rubbish dumpsters and bins must be approved in advance by Owner. 8. In general, Owner will interface with Contractor to the extent necessary for work to be completed within the guidelines of project specifications and for the enforcement of building rules and regulations. 9. Contractor will make arrangements for unloading, trash removal and hoisting after normal working hours due to the local city noise ordinance. (No such activity will be allowed between the hours of 10:00 p.m. to 7:00 a,m.) At no time will the Contractor be given exclusive reserved use of the freight elevator unless applied for by Contractor and approved by Owner. Contractor maybe afforded access to loading dock space and hoisting facilities for limited use at such time during normal working hours as is prearranged with Owner, or at other times, with the consent of Owner and upon payment of Owner's prevailing fee for after-hours use and access. 10. Contractor will be afforded unloading areas as prearranged with Owner. All materials unloaded at these areas will be moved to an area of use immediately and shall not be stored or used in a way which adversely impacts use of the Building. it. Contractor (and Tenant) will be responsible for the security of its own materials, equipment and work, and that of his subcontractors. Contractor will also be responsible for damage caused by Contractor or its subcontractors to the Project, Building and/or tenant areas, including, but not limited to the loading dock and indoor and outdoor public areas, freight elevators, etc. Any such damages will be promptly repaired to the Owner's satisfaction at sole cost of Contractor. 12. Contractor will comply with all applicable codes, laws and regulations pertaining to the work of Contractor, including all safety and health regulations. The Contractor shall supply the Owner with a Master List of all Hazardous Materials and their Material Safety Data Sheets (MSDS) upon delivery to thujob site. A discussion will then came pertaining to the safe storage, handling and use of these materials, as well as the Contractor's emergency preparedness plan for handling the containment and clean-up of potential Hazardous Material spills. 13. Contractor will not engage in any labor practice that may delay or otherwise impact the work of Owner or any other contractor. 14. No base building systems will be turned off or disengaged by Contractor or any subcontractor without prior written approval and supervision by a representative of Owner or its agent. Said systems include but are not limited to sprinklers, electrical circuits, air -handling units, smoke heads and water supply. Building electrical power shut -downs are allowed, with the prior written consent of Owner, on Saturdays between 10:00 p.m. and 5:00 a.m. only. A request for approval shall be made to the Property Manager at least ten (10) days in advance. 801 S'Civic Center Dr—City ofSanfa Ana Lease -4- Exhibit D 25B-40 15. Doors to all work areas, including stairwells and mechanical and electrical closets, will remain closed at all time. Propping doors open is expressly prohibited. 16. All Contractor and subcontractor personnel, materials, tools and equipment are to enter and exit the Building through- the service elevator only. Owner may at any time initiate a check in/cheelc out system, or a badge system, for all people and material in the Building and the Contractor will agree to cooperate with any such system. 17. Before ordering material or doing work which is dependent upon proper size or installation, the Contractor shall field verify all dimensions for accessibility with building conditions, and shall be responsible for same. l8. Contractor shall not permitted any identifying signage or advertising within the Project or Building. 19. During construction, Contractor shall maintain supervisory personnel on the site at all times. Such personnel shall be fully authorized to coordinate, respond for and authorize Contractor's work as necessary so as to enable all work to proceed in a timely and well -ordered fashion. Should Contractor perform work which would cause or require Owner to provide personnel to be present or otherwise perform any work, Contractor shall reimburse Owner for the expense of such personnel. 20. Contractor shall be responsible for the protection of its work and the area adjacent to his work. 21. Contractor will ensure that all stairwells, mechanical rooms, electrical and telephone closets, etc. accessed by Contractor or subcontractors . in conjunction with Contractor's work, will be cleaned and. free of debris nightly. 22. Public areas adjacent to premises where Contractor's work is being performed shall remain free of debris and materials at all times. 23. - Contractor shall be responsible for all his actions on site as well as those of its subcontractors, and shall indemnify, defend and hold harmless the Owner and the other Owner Parties from and against any and all claims, losses, or damages, threatened or incurred, arising from the actions or omissions of Contractor or its subcontractors. 24. If keys are required by contractors, they must be checked out from the Property Management Office. No key will be distributed if proper identification is not provided. 25. No cutting or patching of Owner's premises or installations, or those of any Building occupant, shall be permitted without the prior written consent of Owner. Request for permission to do cutting shall include explicit details and description of work and shall not under any circumstances diminish the structural integrity of the Building or the integrity of any of components or systems. The work is to be done only with the explicit written permission of the Property Manager, and only on an "Off -Hours" basis. Such work is to be done only under the direct supervision of a competent member of the Contractor staff. Any such area is to be promptly repaired and returned to a fully functioning, complete, and clean condition. 26. All wod< is to be done to a minimum standard of quality as required by the Base Building Drawings and Specifications (to be made available by Owner upon request). It is the responsibility of the Contractor to be fully knowledgeable of the Base Building Drawings and Specifications. 27. All Life Safety Systems for the Building are to be maintained, and all of the Tenant's work is to be properly interfaced with and connected to the Base Building systems as required by Laws, or by Building operation. All work is to be done in such a way as to protect all Base Building operations and warranties. Any required disconnection of life safety devices should be "foreseen" and the Property Management Office must be notified at least 24 hours in advance. Costs for false fire alarms due to contractors' or subcontractors' negligence will be billed to and paid by the Contractor. All life -safety systems testing must be performed on an "after-hours" basis and coordinated with the Building Manager. 28. When work is performed by Contractor or subcontractor, charges will apply for additional services performed by Owner which may include, but are not necessarily limited to the following: A - overtime or after-hours elevator usage B - utility usage for construction activities beyond standard power and water used in connection with general office uses C - extra and continuous clean-up of elevators and public spaces as required due to construction activity; Contractor to provide the usual protection of existing improvements, and exercise care and good sense D - extended or after-hours use of the loading dock 29. In addition to cleaning requirements described above, Contractor shall, in preparation for substantial completion or occupancy of the project by Tenant, perform final cleaning of Contractor's Work. 30. When Contractor takes over an area from the Owner, before commencing work Contractor shall ascertain that the area is in a safe and sanitary condition, and maintain the area as necessary (at its sole cost and expense) in a safe and sanitary condition and to a standard meeting all applicable laws and regulations. 31. Owner requires job progress meetings. The Contractor will attend with a representative authorized to speak and act on the Contractor's behalf. Additionally, the Contractor shall notify the Owner of scheduled job progress meetings. 801 MCivic Center Dr—City ofSatda Ana Lease -5- Exhibit D 25B-41 32. All work or on-site activity during non-nonnal working hours will be coordinated in advance with Owner. 33. At no time will Contractor perform activities on the Project without the proper insurance in force. 34. No radios or other audio devices are allowed. 35. Failure to perform work in a manner consistent with the above stated Rules of the Site may result in immediate work stoppage by Owner. Owner shall have no liability for any costs or expenses incurred by Contractor or any subcontractors (or Tenant) in connection with or as a result of such work stoppage. 36. The Rules of the Site may be amended or revised at any time to fit the situation at the time. The amended or revised Rules of the Site shall become effective upon delivery to Contractor or publication by posting at the project site, whichever is earlier. 37. General contractor and subcontractors' vehicles parking must be in areas designated by the Building Manager at the Contractor's expense. Acknowledged and Agreed By: Date: 801 E'Civic Cerder Dr—City of Santa Arta Lease -6- Exhibit D 25B-42 EXHIBIT "E" ADDITIONAL RENT L Definitions. 1.1 "Base Year" means the calendar year specified in Item of the Basic Lease Provisions. 1.2 "Expense Year" means each calendar year in which any portion of the Term of this Lease falls, through and including the calendar year in which the Tenn of this Lease expires. 1.3 "Property Taxes" means all real property taxes, assessments, fees, charges, or impositions and other similar governmental or quasi -governmental ad valorem or other charges levied on or attributable to the Project or its ownership, operation or transfer of any and every type, kind, category or nature, whether direct or indirect, general or special, ordinary or extraordinary and all taxes, assessments, fees, charges or similar. impositions imposed in lieu or substitution (partially or totally) of the same including, without limitation, all taxes, assessments, levies, charges or impositions: (a) on any interest of Landlord or any mortgagee of Landlord in the Project, the Building, the Premises or in this Lease, or on the occupancy or use of space in the Project, the Building or the Premises; (b) (c) on any transit taxes or charges, business or license fees or taxes, annual or periodic license or use fees, park and/or school fees, arts charges, parks charges, housing fund charges; (d) imposed for sheet, refuse, police, sidewalks, fire protection and/or similar services and/or maintenance, whether previously provided without charge or for a different charge, whether provided by governmental agencies or private parties, and whether charged directly or indirectly through a funding mechanism designed to enhance or augment benefits and/or services provided by governmental or quasi-govemmental agencies; (e) on any possessory taxes charged or levied in lieu of real estate taxes; and (f) any costs or expenses incurred or expended by Landlord in investigating, calculating, protesting, appealing or otherwise attempting to reduce or minimize such taxes. There shall be excluded from Property Taxes all income taxes, capital stock, inheritance, estate, gift, or any other taxes imposed upon or measured by Landlord's gross income or profits unless the same is specifically included within the definition of Property Taxes above or otherwise shall be imposed in lieu of real estate taxes or other ad valorem taxes. 1.4 "Operating Expenses" means all costs, fees, amounts, disbursements and expenses of every kind and nature paid or incurred by or on behalf of Landlord with respect to any Expense Year in connection with the operation, ownership, maintenance, insurance, restoration, management, replacement or repair of the Project: (a) Premiums for property, casualty, liability, rent interruption, earthquake, flood or other types of insurance carried by Landlord from time to time, and any deductibles thereunder actually paid by Landlord with respect to the Project. (b) Salaries, wages and other amounts paid or payable for personnel (including, without limitation, the Project manager, superintendent, operation and maintenance staff, the Parking Facilities manager, concierge (if any) and other employees of Landlord) involved in the maintenance and operation of the Building or the Project, including contributions and premiums towards fringe benefits, unemployment taxes and insurance, social security taxes, disability and worker's compensation insurance, pension plan contributions and similar premiums and contributions which may be levied on such salaries, wages, compensation and benefits and the total charges of any independent contractors or property managers engaged in the operation, repair, care, maintenance and cleaning of any portion of the Building or the Project. (c) Cleaning expenses, including without limitation, janitorial services, window cleaning, and garbage and refuse removal. (d) Landscaping and hardscape expenses, including without limitation, irrigating, trimming, mowing, fertilizing, seeding, and replacing plants, trees and hardscape. (e) The cost of providing fuel, gas, electricity, water, sewer, telephone, steam and other utility services. (t) The cost of maintaining, operating, restoring, renovating, managing, repairing and replacing components of equipment or machinery, including, without limitation, heating, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, firdlife safety, security and energy management systems, including service contracts, maintenance contracts, supplies and parts with respect thereto. (g) The costs of providing access control services for, and supervision of the Project. (h) Rental, supplies and other costs with respect to the operation of the management office for the Building. (i) All cost and fees for licenses, certificates, permits and inspections, and the cost incurred in connection with the implementation of a transportation system management program or similar program. (j) The cost of replacement, repair, acquisition, installation and modification of.. (A) carpeting and wall coverings, ceiling systems and fixtures in the Common Areas, and other furnishings in the Common Areas, (B) materials, tools, supplies and equipment purchased by Landlord which are used in the maintenance, operation and repair of the Project, and (C) any other form of improvements, additions, repairs, or replacements to the Project or the systems, equipment or machinery operated or used in connection with the Project; provided, however, that with respect to the items described in clauses (A), (B) and (C) above which constitute a capital item, addition, repair or improvement (collectively "Capital Items") under sound accounting and property management principles consistently applied and determined by Landlord, in each case the cost of such Capital Items shall be amortized (with interest at the Interest Rate) over the useful life (the "Useful Life") of such Capital Item, as determined by the Landlord in accordance with sound accounting and property management principles consistently applied or such other period as shall be consistent with Institutional Owner Practices. (k) Attorneys', accountants' and consultants' fees and expenses in connection with the management, operation, administration, maintenance and repair of the Project, including, but not limited to, such expenses that relate to seeking or obtaining reductions in or 801 W Chic Center Dr—City ofSaara Ana Lease 4- Exhibit E 25B-43 refunds of Property Taxes, or components thereof, or the costs of contesting the validity of applicability of any governmental enactments which may affect Operating Expenses. (1) Fees for the administration and management of the Project in an amount equal to three percent (30/0) of the gross revenues of the Project (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on an annual Basis), without regard to whether actual fees so paid are greater or less than such amount. (m) Sales, use and excise taxes on goods and services purchased by Landlord for the management, maintenance, administration or operation of the Building or the Project. (n) Fees for local civic organizations and dues for professional trade associations (o) Payments under any covenants, conditions and restrictions pertaining to the Project or any easement, license or operating agreement or similar instrument which affects the Project. (p) Costs and expenses of investigating, testing, documenting, monitoring, responding to, abating and remediating Hazardous Materials, other than abatement and remediation costs with respect to Hazardous Materials actually known by Landlord (on the Effective Date) to require abatement and/or remediation under applicable Environmental Laws. (q) The costs of repairing, restoring and maintaining the Padang Facilities of the Project, including, without limitation, the resurfacing, restriping and cleaning of such facilities. (r) Any costs, fees, amounts, disbursements and expenses which are generally included in Operating Expenses under Institutional Owner Practices. L5 .;The following costs and expenses shall be excluded from Operating Expenses: (a) expenses relating to leasing space in the Project (including tenant improvements, leasing and brokerage commissions and advertising expenses); (b) legal fees and disbursements incurredfor collection of tenant accounts or negotiation of leases, or relating to disputes between Landlord and other tenants and occupants of the Building; (c) Capital Items unless specifically permitted by Section 1.4 of this Exhibit "E", parts (a) through (r), inclusive; (d) Property Taxes; (e) amounts received by Landlord on account of proceeds of insurance to the extent the proceeds are reimbursement for expenses which were previously included in Operating Expenses; (f) except to the extent specifically provided in Section 1.4 of this Exhibit "E" pmts (a) through (r), inclusive, depreciation or payments of principal and interest on any mortgages upon the project; (g) payments of ground rent pursuant to any ground lease covering the Project; (h) subject to Section 2.1 of this Exhibit "E", the costs of gas, steam or other fuel; operation of elevators and security systems; heating, cooling, air conditioning and ventilating; chilled water, hot and cold domestic water, sewer and other utilities or any other service work or facility, or level or amount thereof, provided to any other tenant or occupant in the Project which either (a) is not required to be supplied or furnished by Landlord to Tenant under the provisions of this Lease or (b) is supplied or furnished to Tenant pursuant to the terms of this Losse with separate or additional charge; (i) the cost of the Landlord's Work; and Q) any cost expressly excluded from Operating Expenses in an express provision contained in this Lease. 1.6 "Excess Operating Expenses" means, with respect to any Expense Year, the positive excess, if any, of Operating Expenses allocable hereunder to such Expense Year over Operating Expenses allocable hereunder to the Base Year. 1.7 "Excess Property Taxes" means, with respect to any Expense Year, the positive excess, if any, of the Property Taxes allocable hereunder to such Expense Year over the Property Taxes allocable hereunder to the Base Year. 1.8 "Tenant's Percentage Share" means the percentage set forth in Item 5.2 of the Basic Lease Provisions; provided, however, that Landlord reserves the right from time to time during the Tenn of this Lease to recalculate Tenant's Percentage Share, in which case Tenant's Percentage Share shall be calculated by dividing the number of square feet of Rentable Area in the Premises by the number of square feet of Rentable Area in the Project, and expressing such quotient in the form of a percentage. 2. Calculation Methods and Adjustments. 2.1 The variable components of Operating Expenses ("Variable Expenses") for all or any portion of any Expense Year (including the Base Year) during which actual occupancy of the Project is less than one hundred percent (100%) of the Rentable Area of the Project shall be adjusted by Landlord, as determined in good faith by Landlord applying sound accounting and property management principles (and the provisions 301 W CWc Center Dr— City ofSanw Ana Lease -2- Exhibit E 25B-44 of this Lease) to reflect one hundred percent (100%) occupancy of the Rentable Area of the Project during such period. If during all or any part of any Expense Year, including the Base Year, Landlord does not provide any particular item of benefit, work or service (the cost of which is a Variable Expense) to portions of the Project due to the fact that such item of benefit, work or service is not required or desired by the tenant of such space, or such tenant is itself obtaining and providing such item of benefit, work or service, or for any other reason, then for purposes of computing Variable Expenses for such Expense Year, Operating Expenses, as applicable, shall be increased by an amount equal to the additional Variable Expenses which would have been paid or incurred by Landlord during such period if it had furnished such item of benefit, work or service to such portions of the Project. 2.2 Subject to the provisions of this Section 2 of this Exhibit "E", all calculations, determinations, allocations and decisions to be made hereunder with respect to Operating Expenses and Property Taxes shall be made in accordance with the good faith determination of Landlord applying sound accounting and property management principles consistently applied which are consistent with Institutional Owner Practices. Landlord shall have the right to equitably allocate some or all of Operating Expenses among particular classes or groups of tenants in the Building (for example, retail tenants) to reflect Landlord's good faith determination that measumbly different amounts or types of services, work or benefits associated with Operating Expenses, as applicable, are being provided to or conferred upon such classes or groups. All discounts, reimbursements, rebates, refunds, or credits (collectively, 'Reimbursements") attributable to Operating Expenses or Property Taxes received by Landlord in a particular year shall be deducted from Operating Expenses or Property Taxes, as.applicable, in the year the same are received; provided, however, if such practice is consistent with Institutional Owner Practices, Landlord may treat Reimbursements generally (or under particular circumstances) on a different basis. Landlord shall have the right to exclude from Base Year Operating Expenses the cost of items of service, work or benefits (1) not provided following the Base Year, (ii) incurred due to circumstances not applicable following the Base Year or due to market -wide labor -rate increases in Operating Expenses due to extraordinary circumstances, including, without limitation, boycotts, embargoes and strikes, and utility rate increases due to extraordinary circumstances, and (iii) amortized costs relating to capital improvements. 2.3 If any Property Tax Reduction (defined below)applieswith respect to any Expense Year (other than the Base Year), then for purposes of calculation of Excess Properly Taxes for such Expense Year, Property Taxes allocable to the Base Year shall be reduced by an amount equal to the corresponding Base Year Tax Reduction. A "Property Tax Reduction" means, with respect to any Expense Year (other than the Base Year) the amount (if any) by which Property Taxes are reduced as a result of any reassessment or under or as a result of application or operation of Proposition 8 or any other similar governmental act or Law. A "Base Year Tax Reductlon" means, with respect any Expense Year to which a Tax Reduction applies, and with respect to any particular Property Tax Reduction, an amount equal to the Properly Tax Reduction, minus, in the case of any. ExpenseYear.after the first year to which the applicable Tax Reduction applies, the cumulative amount by which Property Taxes have increased (following the first Expense Year to which the applicable Property Tax Reduction applied) as a result of application of the annual percentage increase (presently up to 2.0%) in Property Taxes that is allowed under Proposition 13 (or any substitute therefor hereafter adopted). 2.4 As of the date of this Lease, Tenant pays Additional Rent under Section 4.2 of the Lease based on the Operating Expenses and Property Taxes for the Project. If the Project at any time contains more than one building (or one or more tax parcels), Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes for the buildings comprising the Project among the Building and some or all of the other buildings of the Project. In such event, Landlord shall reasonably determine a method of allocating such Operating Expenses and/or Property Taxes attributable to the Building (or the tax parcel on which the Building is located) and/or such other building(s) (or such other tax parcel(s)) of the Project to the Building (or tax parcel) and/or such other building(s) (or tax parcel(s)) and Tenant shall be responsible for paying its proportionate share of such Operating Expense and/or Property Taxes which are allocated to the Building (or the tax parcel on which it is located). Landlord shall also have the right, from time to time, to require Tenant to pay Tenant's Percentage Share of Operating Expenses and Property Taxes based solely on the Operating Expense and Property Taxes for the Building (and the tax parcel on which it is located). 3. Payment Procedure: Estimates. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate of any amounts payable under Section 4.2 of the Lease ("Section 4.2 Additional Rent") for that Expense Year. On or before the first day of each calendar month during such Expense Year, Tenant shall pay to Landlord one -twelfth (1/12th) of such estimated amounts; provided, however, that, not more often than quarterly, landlord may, by written notice to Tenant, revise its estimate for such Expense Year, and all subsequent payments under this Section 3 of this Exhibit "E" by Tenant for such Expense Year shall be based upon such revised estimate. landlord shall endeavor to deliver to Tenant within one hundred fifty (150) days atter the close of each Expense Year or as soon thereafter as is practicable, a statement of that year's Property Taxes, Operating Expenses, and the amount of Section 4,2 Additional Rent for such Expense Year, as determined by Landlord (the "Landlord's Statement"), and such Landlord's Statement shall be binding upon Landlord and Tenant, except as provided in Section 4 of this Exhibit "E". If the Landlord's Statement indicates that (or if it is finally determined pursuant to Section 4 of this Exhibit `B" that) the amount of Section 4.2 Additional Rent payable with respect to any Expense Year: (a) is more than the estimated payments of Section 4.2 Additional Rent made by Tenant with respect to such Expense Year, Tenant shall pay the deficiency to Landlord upon receipt of Landlord's Statement or (b) is less than the estimated payments of Section 4.2 Additional Rent made by Tenant with respect to such Expense Year, such excess payments shall be credited against Rent next payable by Tenant under this Lease (or, if the Term of this Lease has expired, shall be paid to Tenant). Amounts payable by Tenant as Section 4.2 Additional Rent with respect to any Expense Year that includes less than an entire calendar year shall be prorated on the basis that the number of days in such Expense Year bears to 365. The expiration or early termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to this Section 3 of this Exhibit "0 to be performed after such expiration or early termination. 4. Review of Landlord's Statement. Provided that Tenant is not then in default with respect to its obligations under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4 of this Exhibit "E", Tenant shall have the right, at Tenant's sole cost and expense, to reasonably review Landlord's supporting books and records (at Landlord's manager's corporate offices) for any portion of the Property Taxes or Operating Expenses for a particular Expense Year covered by Landlord's Statement, in accordance with the procedures set forth in this Section 4 of this Exhibit "E". Tenant shall, within sixty (60) days after any such Landlord's Statement is delivered to Tenant, deliver a written notice (a "Dispute Notice") to Landlord specifying the items described in the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts specified in the applicable Landlord's Statement (to the extent not previously paid). The right of Tenant under this Section 4 of this Exhibit "E" may only be exercised once for each Expense Year covered by any Landlord's Statement, and if Tenant fails to deliver a Dispute Notice within the sixty (60) day period described above or fails to meet any of the other above conditions of exercise of such right, the right of Tenant to audit a particular Landlord's Statement (and all of Tenant's rights to make any claim relating thereto) under this Section 4 801 6'Clrlc Center Dr—City ofSarrra Ana Lease -9- Exhibit E 25B-45 EXHIBIT "F" SERVICES AND UTILITIES The services and utilities to be provided by Landlord are as follows: Elevator Service. Non -attended automatic elevator service. 2 HVAC. Subject to all governmental Laws, rules, regulations and guidelines applicable thereto, HVAC to the Premises during Business Hours (defined below), which in Landlord's good faith judgment, is required for the comfortable use and occupancy of the Premises for general office use. After Hours HVAC (defined below) may be provided to the Premises upon request by Tenant. Tenant shall pay to Landlord the After Homs HVAC Rate (defined below) for all After Hours HVAC that is so requested by Tenant within ten (10) days of receipt of Landlord's reasonably detailed bill therefor. Tenant shall be responsible for and shall pay to Landlord any additional costs incurred by Landlord because of the failure of the HVAC system to perform its function due to: (a) arrangement of partitioning in the Premises or changes or alterations thereto, (b) any use by Tenant in any portion of the Premises of heat -generating machinery or equipment other than normal office equipment, or (e) any occupancy of any portion of. the Promises at densities above customary general office levels. `Business Hours" means 6:00 AM. to 6:00 P.M. Monday through Friday, and upon Tenant's request, 9:00 AM. to 1:00 P.M. on Saturdays, in all cases excluding the date of observation of any Holiday (defined below). "Holiday" means each of New Year's Day, Independence Day, Labor Day, Memorial Day, Thanksgiving Day, and Christmas Day, and at Landlord's discretion, any other state or nationally recognized holiday that is selected by Landlord acting consistently with Institutional Owner Practices. "After Hours HVAC" means any -HVAC that is provided to all or any portion of the Premises at the request of Tenant outside of Business Hours. The "After Hours HVAC Rate" means the Landlord's prevailing charges for supplying After Hours HVAC to the Premises, which as of the Effective Date is $65.00 per zone (or partial zone), per hour (or partial hour), subject to a two (2) hour minimum. Electricity. 3.1 At all reasonable times, electric current as required for Building Standard lighting and fractional horsepower office machines and adequate electrical facilities for connection to the lighting fixtures and incidental use equipment of Tenant; provided that Tenant shall be responsible for distribution of electrical power from the electrical panels located on the floor(s) of the building on which the Premises is located. Subject to Section 3.3 of this Exhibit "F": (a) the electricity so furnished for Tenant's incidental use equipment to be at a nominal one hundred twenty (120) volts and with no electrical circuit for the supply of such. equipment to require a current capacity exceeding twenty (20) amperes and (b) the electricity so furnished for Tenant's lighting to be at a nominal one hundred twenty (120) volts and with no electrical circuit for the supply of such lighting to require a current capacity exceeding twenty (20) amperes. 3.2 Notwithstanding any provision of this Lease to the contrary: (a) Tenant covenants that its use of electric current shall never exceed the capacity of the feeders, risers or electrical installations of the Building or the Project, (b) the total connected electrical load for Tenant's incidental use equipment within the Premises shall in no case exceed Landlord's per usable square foot standard, and (c) the total connected electrical load for Tenant's lighting fixtures within the Premises shall in no case exceed Landlord's per usable square foot standard. In addition, if Tenant's actual consumption of electrical power in the Premises, as determined in good faith by Landlord pursuant to such measurement method or methods as Landlord shall employ from time to time (including, without limitation, the use of submeters and/or pulse meters, electrical surveys and/or engineer's estimates) exceeds the Electrical Power Consumption Threshold (defined below), Tenant shall pay to Landlord, as Additional Rent in addition to those costs otherwise payable by Tenant pursuant to Article 4 the sum of. (i) Landlord's actual direct and indirect costs of supplying such excess consumption, including, without limitation, all taxes thereon, and the cost of additional wear on Building Systems resulting from such excess consumption, (ii) all of Landlord's costs of monitoring and measuring such excess consumption and (iii) Landlord's reasonable administration fee thereon. The "Electrical Power Consumption Threshold" means, for any reasonable calculation period determined by Landlord, the Landlord's nondiscriminatory per usable square foot standard for electrical consumption (which is intended to represent the average rate of consumption (a kW per usable square foot basis) during Business Hours, of an average general office tenant of the Building). 3.3 Without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises of any lighting, computers, word processors, electronic data processing equipment or other type of equipment or machines which (a) will require a voltage other than a nominal t20 volts or require a current capacity exceeding twenty (20) amperes or (b) will increase Tenant's use of electric current in excess of that which Landlord is obligated to provide pursuant to this Section 3 of this Exhibit "F" ("Excess Electrical Requirements"). If Tenant shall require or utilize Excess Electrical Requirements or electric current which may disrupt the provision of electrical service to other tenants in the Building or the Project, Landlord, at its election: (i) may refuse to grant its consent or (ii) may condition its consent upon Tenant's payment in advance of Landlord's total direct and indirect cost (including, without limitation, a reasonable administration fee) of designing, installing, maintaining and providing any additional facilities determined by Landlord to be required to satisfy such Excess Electrical Requirements (or otherwise related to the additional wear on Building Systems associated therewith). If Tenant's increased electrical requirements will materially affect the temperature level in the Premises or in the Building, Landlord's consent may be conditioned upon Tenant's payment of all direct and indirect costs of installation and operation of any machinery or equipment necessary to restore the temperature level to that otherwise required to be provided by Landlord, including, but not limited to, the cost of modifications to the Building Systems and increased wear and tear on existing HVAC equipment. Landlord shall not, in any way, be liable or responsible to Tenant for any loss or damage or expense which Tenant may incur or sustain if, for any reasons beyond Landlord's reasonable control, either the quantity or character of electric service is changed or is no longer available or suitable for Tenant's requirements. Water. City water for drinking and rest room purposes. 5 Janitorial Service. Janitorial and cleaning services, five (5) days per week (excepting Holidays), conforming to the Project standards in effect from time to time; provided that Landlord shall have no obligation to provide such services to any portions of the Premises that are not used exclusively for general office purposes. In all events, Tenant shall pay to Landlord the cost of removal of Tenant's refuse and rubbish, to the extent that the same exceeds the refuse and rubbish attendant to normal office usage and/or to the extent that Tenant fails to keep the Premises in reasonable order. 801 iV Cldc Center Or—City of Santa Arta Lease -I- Exhibit F 25B-46 Any amounts which Tenant is required to pay to Landlord pursuant to this Exhibit "F" (and/or for any services provided to Tenant in addition to those Landlord is required to provide under this Exhibit "F" without additional charge) shall be payable upon demand by Landlord and shall constitute Additional Rent. From time to time during the Tenn, Landlord shall have the right to modify the services provided to Tenant hereunder; provided that the services provided, as so modified, are consistent with Institutional Owner Practices. Tenant recognizes that any access control services provided by Landlord at the Project are for the protection of Landlord's property, and under no circumstances shall Landlord be responsible for (and Tenant waives any rights with respect to) providing security or other protection for Tenant or its employees, invitces or property in or about the Premises or the Project. Landlord makes no representation with respect to the adequacy or fitness of the Project's HVAC system to. maintain temperatures that may be required for operation of any computer, data processing or other special equipment or occupancy of the Premises at densities above customary general office levels. 801 W CUe Center Dr—CiiyofSanta Ana Lease -2- Exhibit F 25B-47 EXHIBIT "G" INSURANCE REQUIREMENTS 1. Policies. Lt Property Insurance. At all limes during the Term of this Lease, Tenant shall procure and maintain, at its sole expense, "All - Risk" (and at Landlord's option earthquake, earthquake sprinkler leakage and/or flood) property insurance, in an amount not less than one hundred percent (100%x) of replacement cost coveting: (a) all Leasehold Improvements (b) all floor and wall coverings; and (c) all Tenant's Personal Property in or about the Premises and Project. The proceeds of such insurance shall be used for the repair and replacement of the property so insured, except that if not so applied or if this Lease is terminated following a casualty, the proceeds applicable to the Leasehold Improvements shall be paid to Landlord and the proceeds applicable to Tenant's Personal Property shall be paid to Tenant. 1.2 Business Interruption Insurance. At all times during the Term of this Lease, Tenant shall procure and maintain business interruption insurance in such amount as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in Section 1.1 of this Exhibit "G" for a period of not less than twelve (12) months. 1.3 Liability Insurance. 1.3.1 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord and Tenant, commercial general liability insurance applying to the use and occupancy of the Premises and the business operated by Tenant. Such insurance shall have a minimum combined single limit of liability of at least $2,000,000 per occurrence and a general aggregate limit of at least $3,000,000, and Tenant shall provide in addition excess liability insurance on a following form basis, with overall limits of at least $5,000,000. All such policies shall be written to apply to all bodily injury (including death), property damage and personal injury losses, shall include blanket contractual liability, broad form property damage, independent contractor's coverage, completed operations, products liability, cross liability and severance of interest clauses, and shall be endorsed to include Landlord and the Landlord's Additional Insureds m additional insureds. 1.3.2 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord and Tenant, primary automobile liability insurance with limits of not less than $1,000,000 per occurrence covering owned, hired and non - owned vehicles used by Tenant 1.3.3 Prior to the sale, storage, use or giving away of alcoholic beverages on or from the Premises by Tenant or another person, Tenant, at its own expense, shall obtain a policy or policies of insurance issued by a responsible insurance company and in a form acceptable to Landlord saving harmless and protecting Landlord and the Premises against any and all damages, claims, liens, judgments, expenses and costs, including actual attorneys' fees, arising under any present or future law, statute, or ordinance of the State of California or other governmental authority having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the Premises. Such policy or policies of insurance shall have a minimum combined single limit of $3,000,000 per occurrence and shall apply to bodily injury, fatal or nonfatal; injury to means of support; and injury to property of any person. Such policy or policies of insurance shall name the Landlord and its agents, beneficiaries, partners, employees and any Holder of any Security Instrument designated by Landlord as additional insureds. 1.4 Workers' Compensation: Employer's Liability Insurance. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Tenant, if Tenant 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, Tenant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 2. Policy Requirements. All insurance required to be maintained by Tenant shall be issued by insurance companies authorized to do insumnce business in the State of California and rated not less than A:X in Best's Insurance Guide. All such insurance policies shall be written as primary policies, not excess or contributing with or secondary to any other insurance as may be available to Landlord or to the additional insureds. A certificate of insurance (or, at Landlord's option, copies of the applicable policies) evidencing the insurance required under this Exhibit "G" shall be delivered to Landlord not less than thirty (30) days prior to the Commencement Date. No such policy shall be subject to cancellation or modification without thirty (30) days prior written notice to Landlord and to any Holder of any SecurityInstrumentdesignated by Landlord and such policy shall be endorsed to provide that the insurer thereunder shall provide Landlord with written notice of any failure by Tenant to pay any premium thereunder when due and such failure continues for a period of ten (10) days after such date. Tenant shall furnish Landlord with a replacement certificate with respect to any insurance not less than thirty (30) days prior to the expiration of the current policy. Tenant shall have the right to provide the insurance required by this Exhibit "G" pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and the Landlord as required by this Lease without regard to claims made under such policies with respect to other persons. 3. Miscellaneous. Tenant shall not keep, use, sell or offer for sale in or upon tine Premises any article which may be prohibited by any insurance policy periodically in force covering the Premises, the Building or the Project. If any of Landlord's insurance policies shall be cancelled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way because of the use of the Premises or any part thereof by Tenant or any assignee, subtenant, licensee or invitee of Tenant and, if Tenant fails to remedy the condition giving rise to such cancellation, threatened cancellation, reduction of coverage, or threatened reduction of coverage, within 48 hours after notice thereof, Landlord may, at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenant shall promptly pay the cost thereof to Landlord as Additional Rent. if Landlord is unable, or clects not to remedy such condition, then Landlord shall have all of the remedies provided for in this Lease upon the occurrence of an Event of Default. Tenant shall not do or permit to be done any act or things upon or about the Premises or the Project, which will: (a) result in the assertion of any defense by the insurer to any claim under, (b) invalidate or (c) be in conflict with, the insurance policies of Landlord or Tenant covering the Building, the Premises or fixtures and property therein, or which would increase the rate of fire insurance applicable to the Building or the Project to an amount higher than it otherwise would be; and Tenant shall neither do nor permit to be done any act or thing upon or about the Premises or the Building which shall or might subject Landlord to any liability or responsibility for injury to any person or persons or to property. If, as a result of any act or omission by or on the part of Tenant or violation of this Lease, whether or 801 W Civic Center Dr— City ofSanra Ana Lease -I- Exhibit G 4t --Moe] not Landlord has consented to the same, the rate of"All Risk" or other type of insurance maintained by Landlord on or with respect to the Building and fixtures and property therein, shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all increases of Landlord's insurance premiums so caused within ten (10) days after delivery of written demand therefor by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" of rates for the Project or the Premises issued by the body making fire insurance rates or established by insurance carrier providing coverage for the Building or demised premises shall be presumptive evidence of the facts stated therein including the items and charges taken into consideration in fixing the "All Risk" insurance rate then applicable to the Building or the Premises. 801 W Civic Center Dr—City of Santa Atur Lease -2- Exhibit G 25B-49 EXHIBIT "H" REMEDIES Remedies for Events of Default 1.1 Landlord's Right To Terminate Unon Tenant Default. In the event of any Event of Default by Tenant as provided in Sectionec 15.1 of the Lease, Landlord shall have the right to terminate this Lease and rover possession of the Premises by giving written notice to Tenant of Landlord's election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant: (a) the worth at the time of award or any unpaid Rent which had been earned at the time of such termination; plus (b) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (e) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. As used in clauses (a) and (b) above, "worth at the time of award" shall be computed by allowing interest at the then highest lawful contract rate of interest. As used in clause (c) above, "worth at the time of award" shall be computed by discounting such amount at the Interest Rate. 1.2 Landlord's Right To Continue Lease Upon Tenant Defeatt. In the event of an Event of Default of this Lease and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 1.1 of this Exhibit "H", Landlord may from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without limiting the foregoing, Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue this Lease in effect after Tenant's breach and abandonment and recover Rent as it becomes due, if Tenant has the right to sublef or assign, subject only to reasonable limitations). 1. 1.3 Rieht of Landlord to Perform. All covenants and agreements to be performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense. If Tenant shall fail to pay any sum of money, other than Base Rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, then, in addition to and without prejudice to any other right or remedy of Landlord, Landlord may cure the same at the expense of Tenant; (a) immediately and without notice in the case: (f) of emergency, (ii) where such default unreasonably interferes with any other tenant in the Project, (iv) a failure to satisfy or otherwise discharge any Encumbrance, (iv) where such default will result in the violation of Law or the cancellation of any insurance policy maintained by Landlord, or (v) any failure of Tenant to perform any of its obligations under Section 3.3.1 and Section 10.5 of this Lease above and (ii) in any other case if such default continues for ten (10) days from the receipt by Tenant of notice of such default from Landlord. Any sums so paid by Landlord and all incidental costs plus Landlord's reasonable administration fee thereon, together with interest thereon at the Default Rate from the date of such payment, shall be payable to Landlord as Additional Rent on demand, and Landlord shall have the same rights and remedies in the event of nonpayment as in the case of default by Tenant in the payment of Rent. This Section L3 of this Exhibit "H" shall survive the expiration or termination of this Lease. 1.4 Late Payment. If two (2) or more Rent Delinquencies shall occur in any twelve (12) month period, Landlord may, without prejudice to any other rights or remedies available to it, upon written notice to Tenant: (a) require all remaining monthly installments of Rent to be paid three (3) months in advance and/or (b) require Tenant to increase the Security Deposit (if any) by an amount equal to one month's Rent. 1.5. Subleases of Tenant. Whether or not Landlord elects to terminate this Lease on account of an Event of Default, Landlord shall have the right to either: (a) terminate any and all subleases, licenses, concessions or other consensual arrangements entered into by Tenant that affect the Premises or (b) in its sole discretion, elect to succeed to Tenant's interest in such subleases, licenses, concessions or arrangements (in which case, as of the date of such election, Tenant shall have no further right to or interest in the rent or other consideration receivable thereunder). 2. Efforts to Relet. No re-entry or taking of possession of the Premises by Landlord following an Event of Default shall be construed as an election to terminate this Lease unless a written notice of such election shall be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction, and Tenant's right to possession shall not be deemed to have been terminated by efforts of Landlord to relet the Premises, by its acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Landlord's interests under the Lease. The foregoing enumeration is not exhaustive, but merely illustrative of acts which may be performed by Landlord without terminating Tenant's right to possession. Notwithstanding any reletting of the Premises following any Event of Default without termination of this Lease by Landlord, Landlord may, at any time after such reletting, elect to terminate this Lease for any Event of Default. To the fullest extent permitted by Law, the procceds of any reletting of the Premises shall be applied: (a) first, to pay to Landlord all costs and expenses of such reletting (including, without limitation, costs and expenses of retaking or repossessing the Premises, removing persons and property therefrom, securing new tenants, including expenses for redecoration, alterations and other costs in connection with preparing the Premises for the new tenant, and if Landlord shall maintain and operate the Premises, the casts thereof) and receivers' fees incurred in connection with the appointment of and performance by a receiver to protect the Premises and Landlord's interest under this Lease and any necessary or reasonable alterations; (b) second, to the payment of any indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder; (c) third, to the payment of Rent due and unpaid hereunder; and (d) the residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable, and Tenant shall not be entitled to receive any portion of such revenue, This Section 3 of this Exhibit "H" shall survive the expiration or termination of this Lease. 3, Cumulative Remedies. The specific remedies to which Landlord may resort under the terns of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or threatened breach by Tenant of any provisions of this Lease. In addition to the other remedies provided in this Lease, Landlord shall be entitled to a restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to a decree compelling specific performance of any such covenants, conditions or provisions. In addition, upon the occurrence of an Event of Default by Tenant, if the Premises or any portion thereof are sublet, Landlord, in addition and without prejudice to any other remedies herein provided or provided by Law, may, at its SOI JV Civic Center Dr -City ofSaeta Ana Lease -I- Exhibit H 25B-50 option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to Landlord. 4. Waiver of Right of Redemption. Tenant hereby waives for Tenant and for all those claiming under Tenant all right now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ, Tenant's right of occupancy of the Premises after any termination of this Lease. Notwithstanding any provision of this Lease to the contrary, the expiration or termination of this Lease and/or the termination of Tenant's rights to possession of the Premises shall not discharge, relieve or release Tenant from any obligation or liability whatsoever under any indemnity provision of this Lease,.including without limitation the provisions of Section 14.1 of the Lease. 801 WCfvic Center Dr— My ofSaata Ana Lease -2- Exhibit H 25B-51 EXHIBIT "1" FORM OF TENANT ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Office Lease dated , 20 (the "Lease") between CF SANTANA, LLC, a Delaware limited liability company, as landlord, and the undersigned, as tenant, for Premises on the floor of the Office Building located at 801 West Civic Center Drive, Santa Ana, California certifies as follows: 1. True, correct and complete copies of the Lease and all amendments, modifications and supplements thereto are attached hereto and the Lease, as so amended, modified and supplemented, is in full force and effect, and represents the entire agreement between Tenant and Landlord with respect to the Premises and the Property. There are no amendments, modifications or supplements to the Lease, whether oral or written, except as follows (include the date of such amendment, modification or 2. The undersigned has commenced occupancy of the Premises described in the Lease, currently occupies the Premises, and the Commencement Date of the Lease occurred on , 20_. 3. Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows: 4. Base Rent became payable on 5. In accordance with the Lease, Rent commenced to accrue on , 20—. 6. The Term of the Lease expires on 7. The Lease provides for an option to extend the term of the Lease for _ years. The rental rate for such extension term is as follows: - - . Except as expressly provided in the Lease, and other documents attached hereto, Tenant does not have any right or option to renew or extend the term of the Lease, to Lease other space at the Property, nor any preferential right to purchase all or any part of the Premises or the Property. 8. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. All space and improvements leased by Tenant have been completed and furnished in accordance with the provisions of the Lease, and Tenant has accepted and taken possession of the Premises. 9. There are no offsets or credits against rentals payable under the Lease and no free periods or rental concessions have been granted to Tenant, except as follows: 10. All monthly installments of Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through The current monthly installment of Base Rent is $ it. The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord's prospective mortgagee, or a prospective purchaser, and acknowledges that it recognizes that if same is done, said mortgagee, prospective mortgagee, or prospective purchaser will be relying upon the statements contained herein in making the loan or acquiring the property of which the Premises are a part, and in accepting an assignment of the Lease as collateral security, and that receipt by it of this certificate is a condition of making of the loan or acquisition of such property. Each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so. Executed at on the _ day of . 20—. "Tenant": By: Its: 801 IPCinic Center Dr—City ofSa,aa Ana Lease 4- Exhibit I 25B-52 EXHIBIT "J" OPTIONS This Exhibit "J" consists of the following Schedules: Schedule `h -I" (Extension Option[s]); Schedule'? -2" (Additional Space Option[s]); and Schedule "J•3" (Determination of FMRR), all of which are incorporated herein by this reference. Notwithstanding anything to the contrary in this Lease: (a) all of the rights and options of Tenant that are described in this Exhibit "J" (collectively, the "Options") are and shall be personal to the Original Tenant, are not transferable and may only be exercised by the Original Tenant (and not by any assignee, sublessee or other Transferee of Tenant's interest in this Lease), and (b) the Extension Option and Right of First Offer may be exercised only on the condition that, at the applicable time, the Original Tenant then occupies the entire premises. In addition, notwithstanding anything to the contrary in this Lease, at the election of Landlord (in its sole and absolute discretion): (i) any attempted exercise by Tenant of the Extension Option or Right of First Offer shall be invalid and ineffective if, as of the date of such attempted exercise: (A) Tenant is in default under this Lease or (B) Tenant has previously been in default under this Lease more than two times, and (ii) if as of the date that the Extension Option or Tenant's lease of any Leased First Right Space (defined below) would otherwise commence: (A) Tenant is in default under this Lease or (B) Tenant has previously been in default under this Lease more than two times, Landlord may cancel Tenant's exercise of the Extension Option or the Right of First Offer with respect to the applicable Offered First Right Space, as applicable, by delivery of written notice to Tenant. 801 1Y Civic Center Dr—C4 gfSanla Ana Lease -I- Exhibit J 25B-53 Schedule 11,14" Extension Options 1. Grant of Option. Subject to all of the terms and conditions of this Schedule "J-1", in connection with Tenant's lease of the Premises, Tenant shall have two (2) options (each an "Extension Option") to extend the term of this Lease as to the entire Premises then subject to this Lease, each for an additional term (each "Extension Term") of sixty (60) months, subject to and upon the terms and conditions contained in this Schedule "T=1". The Extension Term shall commence upon the day immediately following the then scheduled Expiration Date, and shall be upon the same terms and conditions as are provided for in this Lease, as then amended, except that: (a) if Tenant fails to timely exercise the Extension Option, the Extension Option (and any other rights to extend or renew the Tenn) shall lapse and Tenant shall have no further right to extend the Tenn of the Lease, (b) there shall be no further options to extend the Term pursuant to this Schedule `Y -I" or otherwise following the second (2°d) Extension Term, (c) Tenant shall not be entitled to any credit against Rent or any other rent concession or rent allowance or abatement of Rent, except as specifically provided in the definition of the FMRR, (d) the Base Rent for the Extension Term shall be as provided in Section 3 of this Schedule' -L, and (e) the Base Year for the Extension Term shall be the calendar year in which the Extension Term commences. 2 Exercise. An Extension Option may be exercised only by Tenant giving written notice of exercise (an "Extension Notice") to Landlord on or before the date that is not more than twelve (12) and not less than nine (9) months prior to the then scheduled Expiration Date. If Tenant does not deliver an Extension Notice to Landlord within the time period set forth above (time being of the essence), then Tenant shall be deemed to have forever waived and relinquished the Extension Option, and any other options or rights to renew or extend the Term effective after the then Expiration Date shall terminate. 3 . Annual Base Rent. The Base Rent payable for the Premises during an Extension Term (the "Extension Term Base Rent") shall be equal to (a) the Rentable Area of the Premises then subject to this Lease, multiplied by (b) the FMRR of the Premises as of the first day (an "Adjustment Date") of such Extension Term, and shall be determined as follows. 3.1 If Tenant duly exercises the Extension Option, Landlord shall within thirty (30) days thereafter, deliver to Tenant a written notice (a "Market Rent Notice") of Landlord's determination of what Landlord then believes the FMRR (and Extension Term Base Rent) would be for the Premises during the Extension Tenn. 3.2 Within ten (10) days after Tenant's receipt of a Market Rent Notice, Tenant shall deliver to Landlord written notice (a "Market Rent Response Notice") electing either: (a) to accept the FMRR (and Extension Term Base Rent) set forth in the Market Rent Notice, in which case the FMRR (and Extension Term Base Rent) shall be as set forth in the Market Rent Notice, or (b) to reject Landlord's determination of the FMRR (and Extension Term Base Rent), in which case the FMRR (and Extension Term Base Rent) shall be determined in accordance with Schedule "J-3". 3.3 If Tenant fails to deliver Tenant's Market Rent Response Notice within ten (10) days after its receipt of a Market Rent Notice (or fails in its Market Response Notice to expressly reject Landlord's determination of the FMRR (and Extension Term Base Rent) set forth in a Market Rent Notice), Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and Extension Term Base Rent) set forth in the Market Rent Notice. 301 JY Civic Center Dr— 00ry of Santa Aim Lease -2- Exhibit J 25B-54 Schedule "J-2" Richt of First Offer I Grant. Subject to all of the terns and conditions of this Exhibit "P', Tenant shall have the right (the "Right of First Offer') to elect to lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Term. The "First Right Space" means any space on the second (2"d) floor of the Building that is not within the Premises. A portion of the First Right Space shall be "Available For Lease" if. (a) Landlord receives a Third Party Offer (defined below) with respect to such space, (b) such space is vacant or is scheduled to become vacant within six (6) months, and (c) such space is not subject to any then existing expansion or renewal rights of any type that is or are set forth in any lease affecting space in the Project. "A Third Party Offer" means any written offer or proposal for the lease of all or any portion of the First Right Space that is delivered by Landlord to a third party, or that is received by Landlord from a third party, in either case, on terms that are acceptable to Landlord (excluding any such offers or proposals that either: (i) relate to any expansion or renewal rights that are set forth in any lease affecting space in the Project that exists as of the Effective Date or (if) are for the renewal or extension of the tern of the lease for any then existing tenant of the applicable portion of the First Right Space). Procedure for Offer and Acceptance. 2.1 First Offer Notice. Subject to the terms and conditions of this Schedule "1-2" if all or any portion of the First Right Space becomes Available for Lease, Landlord shall notify Tenant thereof in writing (the "First Offer Notice"). The First Offer Notice shall also: (a) describe (and state the Rentable Area of) the portion of the First Right Space that is then Available for Lease (the "Offered First Right Space'), (b) state the date (the "Offered Space Scheduled Commencement Date') upon which Landlord then believes the Offered First Right Space will be available for delivery to Tenant, (c) state Landlord's determination ;of the economic terms (including the Base Rent, Base Year, Improvement Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant (the "Offered Terms"), and (d) state that the expiration of Tenant's lease of the First Right Space shall be coterminous with the lease for the Premises, provided that: (i) if there shall be less than five (5) years remaining in the Tenn as of the at the Offered Space Scheduled Commencement Date for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise of its Right of First Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising an Extension Option (with it being understood and agreed that Tenant shall have no right under this Schedule "J-2" to lease any portion of the First Right Space for which the Offered Space Scheduled Commencement Date will occur during the last five (5) years of the Term unless, (A)'at such time, Tenant shall have an unexercised Extension Option and (B) Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option. 2.2 Tenant's Acceptance Notice. Tenant may exercise its right to lease the Offered First Right Space identified in any First Offer Notice only by delivering to Landlord, not more than ten (10) business days after Landlord's delivery of the applicable First Offer Notice, written notice ("Fenant's Acceptance Notice') stating that Tenant accepts Landlord's offer to lease the Offered First Right Space. If Tenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery of any First Offer Notice, time being of the essence, then subject to Section 2.3 below, Tenant's Right of First Ot%r shall no longer apply to the applicable Offered First Right Space and, Landlord shall be free to lease the Offered First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlord in its sole discretion may desire. 2.3 Landlord's Obligation to Ro Offer. Notwithstanding the foregoing, before leasing any Offered First Right Space to any other person or entity on economic terms that are more than ten percent (10%) more favorable (on an annualized net effective rent basis) than the Offered Terms specified in the First Offer Notice, subject to all of the terms and conditions of this Schedule "J-2", Landlord must re -offer such Offered First Right Space to Tenant on the more favorable economic terms by delivering another First Offer Notice with respect to such space in accordance with Section 2.1 of this Schedule "J-2", and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance Notice in accordance with Section 1. IX of this Schedule "J-2" provided that Tenant shall have only five (5) business days after receipt of any such First Offer Notice within which to deliver its Tenant's Acceptance Notice with respect to such Offered First Right Space that is re -offered to Tenant in accordance with this Section 2.3. Term; Rent; Other Terms. 3.1 If Tenant duly exercises its Right of First Offer in accordance with this Schedule "J-2" with respect to any Offered First Right Space that is identified in any First Offer Notice (any such space "Leased First Right Space"), then: (a) the term of the lease of such Leased First Right Space shall commence upon the date (the "First Right Commencement Date") that Landlord tenders to Tenant delivery of possession of such Leased First Right Space, (b) the expiration of Tenant's lease of the Leased First Right Space shall be coterminous with the termination of the Lease for the then existing Premises, (c) except as expressly provided to the contrary in this Schedule'? -2" , the remaining terms of Tenant's lease of such Leased First Right Space shall be the terms and conditions of this Lease (provided that all provisions of the Lease which vary based upon the Rentable Area of the Premises shall be adjusted to reflect the addition of the Leased First Right Space to the Premises) and (b) Landlord and Tenant shall reasonably promptly thereafter execute an amendment to this Lease for such Leased First Right Space upon the terms and conditions as set forth in the First Offer Notice, subject to the provisions of this Schedule "1-2" . 3.2 The monthly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO Rent") shall commence on the applicable First Right Commencement Date and shall be equal to the product of: (a) the number of square feet of Rentable Area contained in such Leased First Right Space and (b) the FMRR for such Leased First Right Space. If in the applicable Acceptance Notice, Tenant expressly rejects Landlord's determination of the FMRR (and ROFO Rent) for the applicable Leased First Right Space, then the FMRR (and ROFO Rent) for such Leased First Right Space shall be determined in accordance with Schedule `J-3", provided that if the FMRR (and ROFO Rent) for any Leased First Right Space shall not be determined as of the First Right Commencement Date, the patties shall utilize Landlord's Submitted FMRR (defined below) to determine the ROFO Rent for the applicable Leased First Right Space, and if Tenant's Submitted FMRR shall be ultimately selected pursuant to 801 W CWic Center Dr—City ofSmue rine Leese -3- Exhibit J 25B-55 Schedule "J-3", Tenant shall be given a credit against ROFO Rent next due hereunder equal to the amount of any overpayment. If Tenant fails, in the applicable Acceptance Notice, to expressly reject Landlord's determination of the FMRR (and ROFO Rent) set forth in the applicable First Offer Notice, then Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and ROFO Rent) for the applicable Leased First Right Space as set forth in the applicable First Offer Notice. Notwithstanding anything to the contrary herein, Tenant shall pay Additional Rent with respect to any Leased First Right Space in the same manner as for the Initial Premises, including, without limitation, in accordance with the provisions of Section 4.2 of the Lease, and Tenant's Percentage Share shall be increased to take into account the expansion of the Premises to include such Leased First Right Space. 3.4 Delivery and Condition of Leased First Right Space; Delivery Improvement. 3.4.1 Landlord shall endeavor to deliver the Leased First Right Space to Tenant on or before the applicable Offered Space Scheduled Commencement Date (as identified in the applicable First Offer Notice); provided, however, that if for any reason, Landlord is not in a position to so deliver such Leased First Right Space on such date, Landlord shall not be in breach under this Lease and otherwise shall have no liability to Tenant so long as Landlord uses commercially reasonable efforts to deliver such Leased First Right Space to Tenant as soon as reasonably possible thereafter. 3.4.2 Tenant shall accept any Leased First Right Space in its then existing "AS IS" condition and state of repair, and Landlord shall not be required to perforin any work, supply any materials or incur any expense (including the granting of any allowance to Tenant with respect thereto) to prepare any Leased First Right Space for Tenant's occupancy; provided, however, that; (a) Landlord shall cause the Leased First Right Space to be demised prior to the date on which it is delivered to Tenant, and (b) to the extent (and only to the extent) determined in connection with determination of the FMRR for any Leased First Right Space; (i) if such Leased First Right Space has not, prior to the date the same is delivered to Tenant, previously been improved, Landlord shall grant to Tenant, a rent free construction period (with respect to the ROFO Rent payable for such Leased First Right Space only) for the construction of the initial Leasehold Improvements (if any) in such Leased First Right Space, and (B) Landlord may grant to Tenant an improvement allowance to be used for costs that are incurred in connection with the construction of the initial Leasehold Improvements (if any) in such Leased First Right Space. The construction of all Leasehold Improvements by Tenant in any Leased First Right Space shall comply with the provisions of Article 10 of the Lease 801 11'Chle Canter Dr—City of Santa Ana Lease -4- Exhibit J 25B-56 Schedule "J-3" Determining FMRR. For purposes of determining the FMRR, the following procedure shall apply: 1 If Tenant duly exercises any Extension Option and duly rejects Landlord's determination (in its Market Rent Notice of the FMRR for the Extension, then Landlord and Tenant shall endeavor to agree upon the FMRR for the Extension Term on or before the Outside Agreement Date (defined below). If Landlord and Tenant are unable to agree upon the FMRR for the Extension Term on or before the Outside Agreement Date, then the FMRR for the Extension Term shall be determined by arbitration pursuant to Section 2 of this Schedule "J-3". The "Outside Agreement Date" means the date that is ten (l0) business days after the date that Tenant notifies Landlord, in its Market Rent Response Notice that Tenant has rejected Landlord's initial determination of the FMRR for the Extension Tern. 2 If Landlord and Tenant shall fail to agree upon the FMRR for the Extension Tenn on or before the applicable Outside Agreement Date, then within ten (10) business days thereafter, each of Landlord and Tenant shall submit to the other its final determination of the FMRR for the Extension Term and such final determinations shall be submitted to arbitration (as Tenant's and Landlord's "Submitted FNIRR," respectively) in accordance with the following: 2.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker who shall have been active in the leasing of the project and the Comparable Buildings over the five (5) year period ending on the date of such appointment. The determination of the arbitrators shall be limited solely to the issue as to whether Landlord's or Tenant's Submitted FMRR is the closest to the actual FMRR for the Extension Term, as determined by the arbitrators, taking into account the requirements of this Schedule "J-3". Each such arbitrator shall be ,appointed within fifteen (15) business days after the Outside Agreement Date. 2.2 The two arbitrators so appointed shall, within ten (10) business days of the date of the appointment of the second appointed arbitrator, agree upon and appoint a third arbitrator who shall be qualified under the same standard as described in Section 2.1 of this Schedule "J-3" (with respect to appointment of the initial two arbitrators). 2.3 The three arbitrators shall, within thirty (30) days of the appointment of the third arbitrator, reach a decision as to whether the parties shall use Landlord's or Tenant's Submitted FMRR and shall notify Landlord and Tenant thereof; provided that: (a) if either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) business day period described in Section 2.1 of this Schedule "J-3", then the arbitrator appointed by the other parry shall solely reach a decision as to the FMRR for the Extension Term and notify Landlord and Tenant thereof within thirty (30) days following expiration of such fifteen (15) business day period, and such arbitrator's decision shall be binding upon Landlord and Tenant, and (b) if the two arbitrators fail to agree upon and appoint a third arbitrator, or both paries fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration under the provisions of the American Arbitration Association (the "AAA"), but subject to the instructions set forth in this Schedule'? -3". 2.4 The decision of the majority of the three arbitrators (or in the case of a decision made under clause (a) or (b) of Section 2.3 of this Schedule "J-3" the decision of the single arbitrator or the arbitrator(s) appointed by the AAA) shall be binding upon Landlord and Tenant, shall be in writing and shall be non -appealable, and counterpart copies thereof shall be delivered to Landlord and Tenant. Ajudgment or order based upon such award may be entered in any court of competent jurisdiction. In rendering their decision and award, the arbitrators shall have no power to vary, modify or amend any provision of this Lease. 2.5 Landlord and Tenant shall each bear 50% of the cost of the arbitration described in this Section 2 of this Schedule `J-3". 801 lF Civic Center Dr—City of Santa Ana Lease -5- Exhibit J 25B-57 EXHIBIT "K" EYEBROW SIGN 1. Grant of Rights. In connection with Tenant's lease of the Premises, subject to all of the terms and conditions of this Exhibit "IC", Tenant shall have the non-exclusive right to cause Landlord to display signage (the "Eyebrow Sign") identifying Tenant by its Business Name (defined below) on the Building in the location described in Section 2.1 of this Exhibit "K". All of the Tenant's rights under this Exhibit "K" are personal to the Original Tenant and are not transferable in connection with any Transfer or otherwise. "Business Name" means only "City of Santa Ana", or any other business or trade name of Tenant that not an Objectionable Name. "Objectionable Name" means any name that: (a) relates to an entity that is of a character or reputation, or is associated with a political orientation or faction that is materially inconsistent with the quality of the project, or which would otherwise reasonably offend an institutional quality landlord of a building comparable to the Buildings in Downtown Santa Ana, taking into consideration the size and visibility of the Pylon Sign or (b) conflicts with any then existing covenants in other leases of space in the Building or Project. 2. Location: Specifications and Permits. 2.1 Subject to Section 2.2 of this Exhibit "K" below,.The Eyebrow Sign shall be located on the "eyebrow level" of the Building (i.e., just above the first Boor of the Building) on a side of the Building reasonably designated by Landlord. The graphics, materials, color, design, lettering, size, exact location, lighting (if any) and specifications and. all other aesthetic factors (collectively, the "Sign Specifications") of the Eyebrow Sign shall be approved by Landlord in its sole and absolute discretion. In addition, all of Tenant's rights under this Exhibit "K" with respect to the Eyebrow Sign shall be subject to: (a) the receipt of and continuing compliance with all required governmental permits and approvals (and the submission of copies thereof to Landlord) required for the installation and continuing display of each of the Eyebrow Sign and (b) the continuing compliance of the Eyebrow Sign with all applicable Laws. 2.2 Landlord shall have the right, in its sole but good faith discretion to: (a) position and/or reposition the Eyebrow Sign on the Building in any manner as it shall reasonably determine (provided that such Eyebrow Sign shall be located on the side of the Building described in Section 2.1 of this Exhibit "K" above) and (b) place on or about the Building or Project (or on other signs for the Building or Project): (i) the name of (and/or other identifying information for) Landlord, the Building and/or Project or (ii) such other names, business names, trade names or affiliate names representing,such other tenants or persons, in either case, as Landlord shall determine in its sole and absolute discretion. 3 Cost and Maintenance. The Eyebrow Sign shall he fabricated and installed by a contractor retained by Landlord, and shall be operated, and maintained by Landlord. Tenant shall, within ten (10) business days following Landlord's demand therefor, reimburse Landlord as Additional Rent, for all costs and expenses actually incurred by Landlord in connection with or relating to the fabrication, installation, operation, maintenance, repair, and eventual removal and disposal of the Eyebrow Sign, including, without limitation, the cast of utility charges and hook-up fees (if applicable), permits, and maintenance and repairs. The terms of this Section 3 of this Exhibit "K" shall survive the expiration or earlier termination of this Lease. 4. Termination: Removal 4.1 Notwithstanding any provision of this Lease to the contrary, by notice delivered to Tenant, Landlord may, at its option, elect to terminate all of Tenant's rights with respect to the Eyebrow Sign; (a) at any time that the Original Tenant (together with any Permitted State & County Transferees in accordance with Section 11. 1. above) is no longer leasing and occupying 20,000 RSF in the Building, (b) if this Lease is assigned to any Person, or (c) if any Event of Default occurs. 4.2 Upon the expiration or earlier termination of this Lease, or after termination of Tenant's rights with respect to the Eyebrow Sign as provided above, Landlord may, at Tenant's sole cast and expense remove the Eyebrow Sign from the Building and cause the areas in which such Eyebrow Sign was located to be restored to the condition existing immediately prior to the placement of such sign (subject to ordinary wear and tear). Tenant shall reimburse Landlord for all of its costs incurred in connection therewith in accordance with Section 3 of this Exhibit "K" above. The terms of this Section 4.2 of this Exhibit "K" shall survive the expiration or earlier termination of this Lease. 801 NCivie Center Dr— City of Santa Ann Lease -I- Exhibit 25B-58 EXHIBIT "U' STATE REQUIREMENTS I. If applicable, Landlord will provide a Seismic Certificate of Applicable Code in the form described in Schedule "Ll" with respect to seismic adequacy. 2. Landlord has provided the Accessibility Survey with respect to the Premises and the path of travel from/to public transportation and public rights-of-way, parking and restroom areas attached hereto as Schedule "L-2". Landlord will perforin all work required to correct the conditions identified in: (a) Form I (restriping ADA stalls); (b) Form 3A (Item 2) (install an intercom system that will alert dedicated personnel to assist those in need from the public sidewalk); (c) Form 13 (modify elevator panels to provide minimum toe kick clearance); and (d) Form 16 (update the 2°d floor restrooms). The condition identified in Form 8 (Stairs) will not be corrected, and is accepted by Tenant as an acceptable hardship. 3. Landlord will additionally provide a Verified Report Form G following completion of construction. 801 JVC1v1c Cerner Dr—Cdy of Santa Ana Lease -t - Exhibit fr 25B-59 Schedule "L-1" Form of Seismic Certificate of Applicable Code [attached] [346805.4/1234.1751 25B-60 Schedule "L-2" Accessibility Survey [attached] 801 W Civic Center Dr—City afSaata Ana Lease -I- Exhibit L 25B-61 RE: 801 W. Civic Center, Santa Ana —Accessibility Checklist RESD Project Number: 142056 Dear William, Upon review of the accessibility checklist and survey of the site conditions, below is a summary of our findings and recommendations for correcting the non-compliant items. In particular, remediation work for 3 specific items omthe list would have significant impacts on other aspects of the building. Such Impact is listed for your consideration. Parking (Form 1) Item 1 thru 4 o Restripe parking, relocate or rework parkingsurface Exterior Routes of Travel (Form 3A) o Item 1—Condition does not apply if accessible parking is relocated o Item 2—Alternate provision to provide an intercom system that will alert dedicated personnel to assist those in need Exterior Routes of Travel 9 (Form 3B) Items 1 thru 2 o Condition does not apply If accessible parking is relocated Curb Ramps (Form 4) Items 1 thru 2 o Condition does not apply if accessible parking is relocated Drinking Fountains (Form 5) o Drinking fountains are not required if tenant spaces have potable water access of occupants. Ramps (Form 7) o Condition does not apply if accessible parking is relocated Stairs (Form B) o Stair risers are Y<" higher than code maximum. Remediation would require the reconstruction of the stairwells. The California building code has an explicit exception that would allow for such condition (118-210.1 Exception:2) provided DGS accepts this as hardship. Building Entrances and Exits (Form 30) o Provide required signage and adjust door closer 801 W Civic Center Dr — City oyrSunta Ann Lease 25B-62 Exhibit L SM aristd Parkway Gulvar Citt 00.00230 I0LL;a'252 516 Snu61 Aower54aoy 5uito 100 Lna Anaehs, CA MI 213229.14c0 SHLEMMEO • At GAZE• ASSGC.iATES 10201 von Karan Avenue. S to 126 hhls, CA 92612 9:2.7248358 March 10, 2017 635 Kral.a s7aac sufto 1563 San Fra isa , CA 94105 a 15.;tWOU Mr. William Lee 4851 us Some1sau64Sm 100 Vice President 1.4n,11m,larxavoae30 .a82C0.12i:0 Ocean West 120 Etet23rdStr 4Sth Floor 315 W. 9th Street, Suite 808 Naw VaAy NV10010 Los Angeles, CA 90015 917.512.68M ' vrolwsaMacmn RE: 801 W. Civic Center, Santa Ana —Accessibility Checklist RESD Project Number: 142056 Dear William, Upon review of the accessibility checklist and survey of the site conditions, below is a summary of our findings and recommendations for correcting the non-compliant items. In particular, remediation work for 3 specific items omthe list would have significant impacts on other aspects of the building. Such Impact is listed for your consideration. Parking (Form 1) Item 1 thru 4 o Restripe parking, relocate or rework parkingsurface Exterior Routes of Travel (Form 3A) o Item 1—Condition does not apply if accessible parking is relocated o Item 2—Alternate provision to provide an intercom system that will alert dedicated personnel to assist those in need Exterior Routes of Travel 9 (Form 3B) Items 1 thru 2 o Condition does not apply If accessible parking is relocated Curb Ramps (Form 4) Items 1 thru 2 o Condition does not apply if accessible parking is relocated Drinking Fountains (Form 5) o Drinking fountains are not required if tenant spaces have potable water access of occupants. Ramps (Form 7) o Condition does not apply if accessible parking is relocated Stairs (Form B) o Stair risers are Y<" higher than code maximum. Remediation would require the reconstruction of the stairwells. The California building code has an explicit exception that would allow for such condition (118-210.1 Exception:2) provided DGS accepts this as hardship. Building Entrances and Exits (Form 30) o Provide required signage and adjust door closer 801 W Civic Center Dr — City oyrSunta Ann Lease 25B-62 Exhibit L Doors and Gates (Form 11) o Rework as required Elevators (Form 13) o Panels In the elevator will be reworked to provide the minimum required toe clearance distance Toilet Facilities (Form 16) o Rework as required Signage (Form 19) o Provide signage as required Alarms (Form 20) o Rework fire extinguisher cabinet Sincerely, Dickson 01, AIA Project Manager Page 12 [346805.411234.175) 25B-63 EXHIBIT "M" APPROVED GOVERNMENTAL ENTITIES State of California— Employment Development Department State of California— Department of Rehabilitation County of Orange— Social Services Agency S ER Jobs for Progress — Title V Grant; Private Non -Profit Rancho Santiago Community College District - Santa Ana College Goodwill Industries Coraerstone/Job Corps 801 W Gvie Center Dr—City ofSania Aaa Lease _I- Exhibit M 25B-64 California Labor and Workforce Development Agency 11 Employment EDDDevelpartmentopment _ De Slate of California August 22, 2017 Cynthia Kurtz, Interim City Manager City of Santa Ana 1000 E. Santa Ana Blvd., Suite 200 Santa Ana, CA 94701 Dear Ms. Cynthia Kurtz: 'w. M tt Edmund G. Brown Jr. Governor The Employment Development Department (EDD) intends to enter into a sublease agreement with the City of Santa Ana for space in the building located at 801 W. Civic Center Drive, Santa Ana, California 92701, provided the space meets the EDD's leasing requirements as governed by the Department of General Services. As a mandatory partner of the Workforce Innovation and Opportunity Act, the EDD's Workforce Services Branch anticipates the need to sublease space to accommodate 19 state and contracted employees in the establishment of an America's Job Center of California. It is the EDD's intent to be an active partner in the operation of a workforce service delivery center in the City of Santa Ana Workforce Development Board service area. If further information is needed, please contact the EDD's Southern Facilities Manager, hard P roza at (562) 529-6529. Lisa Lopez, Chief Office of Facilities Planning and Management Employment Development Department Exhibit 2 P.O. Box 826860 • Sac i 5ffA(MO-0001 • www.edd.ca.gov 25B-66 lob OrangeCounty of August 29, 2017 Attn: Deborah Sanchez Community Development Agency Economic Development Division/Santa Ana WDB 1000 E. Santa Ana Blvd, Suite 200 Santa Ana, CA 92701 County Executive Office SUBJECT: COUNTY'S LETTER OF INTENT TO SUBLEASE OFFICE SPACE AT 801 , CIVIC CENTER, SANTA ANA The County of Orange- ("Countyf'lis interested in a potential sublease on behalf of the _,Social Services Agency at.801-Ciyic Center, Santa Ana. This sublease would be contingent upon the City of Santa;Ana ("City ) entering into a master lease agreement for the space, as well as the County securing a reasonable sublease rate and terms. The County's co -location with the,City through this sublease would be consistent with the Workforce Innovation and Opportunity Act (WIOA) requirements. - - - The -County's proposed sublease space/staff requirements are as follows: o Hard walled office, Room 223 (approximate dimension 10x13) o One large cubicle to be an interactive interview space (approximate dimension 8x10) space designated as cubicle #22 o Three regular cubicles spaces designated as cubicle #21, 23, & 24 (Approximate dimension per cubicle 8x8) o Our intended common spaces that will be occupied by our three assigned staff will be the break room and reception/lobby area This request is not intended to be contractual in nature, but only an expression of the basis upon which the County would consider entering into a sublease at the subject property. Neither the City nor the County shall have an obligation to sublease the subject property unless and until a written sublease in form and substance satisfactory to the City and County has been prepared and executed by both parties, which 333 W. Santa Ana Blvd., 3'° Floor, Santa Ana, CA 927014062 • Phone (714) 834-6200 • Fax(714)&34-3018 • «'N'W l L.r m Zit b7 shall be conditioned on the approval by the Board of Supervisors of the County of Orange. If you have any questions, please do not hesitate to call us. We look forward to working with you to structure a mutually beneficial transaction. Sincerely, Jenn s CEO Real Estate Services Manager cc: Michael Aoun, Social Services Agency Peter Warren, Social Services Agency Malcolm Henry, CEO Real Estate Services REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: APPROVAL OF QUALIFIED CONSULTANTS TO PROVIDE ENVIRONMENTAL SERVICES ON AN AS -NEEDED BASIS TO BE FUNDED BY DEVELOPER (STRATEGIC PLAN NO. 3,3) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY:. APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute agreements, as provided in the attached template, approved to form by the City Attorney's Office, with no substantive changes, to engage each of the 31 environmental firms listed below to provide on-call environmental services and related technical studies for the Planning & Building Agency at the fees set forth in their responses to Request for Qualifications No. 17-043. Any environmental firm not included as part of the list below will not be subject to approval by this specific authorization by the City Council. The pre -qualified list is valid for a period of three years, subject to non -substantive changes approved by the City Manager and City Attorney. Consultants: AECOM Technical Services, Inc. Annealta Group Architectural Resources Group, Inc. CAA Planning, Inc. Chamber Group Inc. Circlepoint CSG Consultants, Inc. De Novo Planning Group Dudek ECORP Consulting, Inc. Environmental Science Associates (ESA) Environment Planning Development Solutions, Inc. (EPD Solutions, Inc.) Evan Brooks Associates FCS International, Inc. (FirstCarbon Solutions) Greenwood and Associates Helix Environmental Planning, Inc. ICF Jones & Stokes, Inc. (ICF) Infrastructure Engineering Corporation (IEC) Kimley Horn and Associates, Inc. LSA Associates, Inc. Michael Baker International Moore, lacofano, Goltsman, Inc. (MIG) Phil Martin & Associates, Inc. PlaceWorks, Inc. Renee Escario DBA RE Consulting Rincon Consultants, Inc. Sagecrest Planning and Environmental, LLC T & B Planning, Inc. UltraSystems Environmental Inc. Urban Crossroads, Inc. Veneklasen Associates, Inc. 25C-1 Environmental Consultant Agreements October 3, 2017 Page 2 DISCUSSION In October 2014, the City Council approved a list of consultants that were qualified to assist staff and developers in the preparation of environmental documents and related technical studies. The list was approved for a period of three years. In June 2017, in anticipation of the lists expiration, the City Council authorized staff to distribute a Request for Qualifications for any and all work efforts related to the California Environmental Quality Act and the National Environmental Policy Act, technical studies, and/or planning services. The Planning Division received Statement of Qualifications from 33 firms in response to the Request for Qualifications. The proposals were reviewed for adequacy, evaluated based on the criteria in the RFQ and compiled into a list of qualified firms. One firm did not provide the submittal requirements listed in the RFQ and one firm has since closed. The pre -qualified list is for on-call environmental consultants, the Planning Division is not establishing a list of consultants for planning services at this time. If a development project requires an environmental analysis, the developer is given the option to select a firm from the pre -qualified list or if the developer does not have a preferred firm, the City can obtain proposal from five firms on the pre -qualified list to provide to the developer to choose from. Upon request, the developer may be provided the scope of work and fee rates of the consultant firms prior to selection. The developer is required to submit payment to the City for the full cost of the contracted service plus 10 percent for administrative services. Upon receipt of payment from the developer the City, as the lead agency, will execute a side letter Agreement to Provide On -Call Environmental Services. When the environmental analysis is completed, the City will pay the consultant for work completed out of the pass through account. Selecting a consultant from a pre -approved list eliminates the need to circulate a Request for Proposal, reducing the time it takes to hire a consultant and streamlining the entitlement process. It is recommended that the consultant list be approved due to the technical expertise that the firms possess in providing environmental and planning services. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #3 - Economic Development, Objective #3 (Promote a solutions -based customer focus in all efforts to facilitate development and investment in the community). 25C-2 Environmental Consultant Agreements October 3, 2017 Page 3 FISCAL IMPACT Environmental Inspection Review (EIR) Services Fees for environmental services are collected from the developer before a consultant begins to work and are deposited into EIR Review Fees revenue account (no. 05316002-53607). In addition, 10 percent administrative fees will be deposited into EIR Review Administration Fee account (no. 01116002-53607). Development projects will be given activity numbers to track the budget by the Planning & Building Agency and upon completion of the work, funds are expended from 05316021-62308 account to pay consultants for their services. Effective October 3, 2017, Environmental Inspection Review deposit of $52,000.00 for the Hampton Inn Project on fund 09801001-24035 will be transferred to the City Services Fund (05316002-53607) and the corresponding/related expenditures will also derive from the City Services Fund (05316021-62308). The Planning and Building Agency will monitor the above -referenced revenues to be received on a monthly basis, to ensure sufficient appropriation is available to facilitate timely payments to the vendors providing the said service. APPROVED AS TO FUNDS AND ACCOUNTS: Candida Neal Francisco Gutierrez Acting Executive Director Executive Director Planning and Building Agency Finance & Management Services Agency SK:rb S:RFCA%10-03-17TRFCA APPROVAL OF CEOA Consultants.= Exhibit: 1. Approved to Form (Template) — Agreement to Provide On -Call Environmental and Planning Services Related to CEQA and NEPA 25C-3 25C-4 AGREEMENT TO PROVIDE ON-CALL ENVIRONMENTAL SERVICES RELATED TO CEQA AND NEPA THIS AGREEMENT is made and entered into this 3rd day of October, 2017 by and between Click dere to enter text. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On June 7, 2017, the City issued Request for Qualification No. 17-043, by which it sought Consultants to provide on-call environmental services for the Planning and Building Agency of the City of Santa Ana. The scope of work may include any and all work efforts related to analysis of a proposed project for compliance with California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA). This may include preparation of required technical studies, peer review of technical studies prepared by others, preparation of Initial Studies, Negative Declarations, Mitigated Negative Declarations, Environmental Impact Reports, Environmental Assessments, Environmental Impact Statements services on an as -needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFQ No. 17-043 and attached as Exhibit A. C. Consultant has been selected as one of the thirty-one (3 1) vendors which qualified for this engagement. Only those consultants approved by the City Council on October 3, 2017, shall be eligible to be engaged by the City for these services. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting 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 On an as -needed basis, and at the sole discretion of City, Consultant shall perform the services that are described in Exhibit A. Consultant's proposal is incorporated by reference as though fully set forth herein. When the need for services arise, City may initiate services through use of a letter agreement, executed by the Executive Director of the Planning and Building Agency and the Consultant. EXHIBIT 1 P5U= 2tt 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed -under this Agreement at the rates and charges identified in Exhibit B. The total compensation for services provided for development projects is determined upon submission of payment to the City for the full cost of the services from a developer. The Consultant shall perform the services and when the environmental report is completed, the City will pay the consultant for the completed work based upon the costs paid to the City by the developer, minus administrative costs. 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 and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue for three (3) years, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or. more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant 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 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 Page 2 of 11 25C-6 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 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. 7. 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. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California 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 Pa e3 of 11 29C-7 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: (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. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fumish 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. 8. INDEMNIFICATION Consultant agrees to defend, 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 Consultants, 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 terns 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 Page 4 of 11 25C-8 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. 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. 11. 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. 20LO 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. 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 To Consultant: Executive Director Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax: 714-647-5897 Click here to enter text. 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 Consultant regarding the subject matter herein, 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 Page 6 of 11 25C-10 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. 15. 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. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of an yrother breach failure. i bt or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. 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. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, 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. 2 �6e' fiI Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. 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. 20. 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. 21. 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. --signature page to follow -- Page 8 of 11 25C-12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL CANDIDA NEAL Interim Executive Director Planning and Building Agency CITY OF SANTA ANA Cynthia J. Kurtz Interim City Manager CONSULTANT Name: Click here to enter text. Title: Click here to enter text. 2�63f11 EXHIBIT A SCOPE OF SERVICES Page 10 of 11 25C-14 EXHIBIT B FEE SCHEDULE (OR) RATES AND CHARGES 2k- if 6 25C-16 Y REQUEST FOR COUNCIL ACTION ;us. CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED APPROVE AN AGREEMENT WITH ❑ As Recommended GEOSPATIAL TECHNOLOGIES, INC. ❑ As d [I ordinanceon 1� Reading TO PROVIDE ANNUAL SOFTWARE ❑ Ordinance on 2 n Reading MAINTENANCE AND SUPPORT FOR ❑ Implementing Resolution CRIMEMAP {STRATEGIC PLAN NOA, ❑ Set Public Hearing For 3a} CI ANAGER RECOMMENDED ACTION CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached one-year agreement with GeoSpatial Technologies, Inc. for software maintenance and customer support, for the period of August 3, 2017 through August 2, 2018, in an amount not to exceed $10,500, subject to non -substantive changes approved by the City Manager and City Attorney. CrimeMap enables the Santa Ana Police Department to search and analyze crime data. On August 3, 2009, Council approved agreement A-2009-118 with GeoSpatial Technologies, Inc. to license the CrimeMap system and provide software maintenance and support. On April 7, 2015, City Council approved agreement A-2015-043 to provide CrimeMap system licensing and software maintenance/support for the period of April 7, 2015 through August 2, 2017. The Santa Ana Police Department wishes to execute a new one-year agreement with GeoSpatial Technologies, Inc. for a total not to exceed $10,500. The CrimeMap software is proprietary and owned by GeoSpatial Technologies, Inc. and can only be serviced by this company. The Police Department has a separate agreement with GeoSpatial Technologies for the maintenance and support Department's automated vehicle location system in the .amount of $25,898. The recommended action will allow for continuous service to the Santa Ana Police Department. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objective #3, Promote fiscal accountability to ensure financial responsibility at all levels of the organization, Strategy 3a, Continuously evaluate and assess fiscal aspect of service delivery to ensure that the Police Department provides programs and services efficiently and effectively. 25D-1 Agreement with GeoSpatial Technologies, Inc. October 3, 2017 Page 2 FISCAL IMPACT Funds for this agreement are available in Police Department's Information Services contract services account (no. 01114425 62300). All funds will be expended in FY 2017-18. D�iavtd in Acting Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez uXL Executive Director Finance and Mgmt. Services Agency Exhibit: Agreement with GeoSpatial Technologies, Inc. 25D-2 SOFTWARE MAINTENANCE AND SITE LICENSE AGREEMENT THIS AGREEMENT is made and entered into this 3rd day of August, 2017 -by and between GeoSpatial-Technologies, Inc., a California Corporation (hereinafter "GST"), 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 ("City"). RECITALS A. The City desires to retain GST to maintain and license crime mapping software and also to provide a license agreement for this software. GST represents that it is able and willing to provide these services. B. GSB represents that it is the owner of the GST CrimeMap Pro Software, GST CrimeMap Lite Software, and GST CrimeMap Mobile Software and, as such, it is the only company able to maintain the software and provide site licensing for the City's use of the software. C. In undertaking the performance of this Agreement, GST represents that it is knowledgeable in its field and that any services performed by GST under this Agreement 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 GST shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and GST agrees to accept as total payment for its services for City, the rates and charges identified in the quote attached hereto as Exhibit B and incorporated herein by reference. The total sum to be expended under this agreement shall not be more than $10,500. b. Payment by City shall be made within 45 days (forty-five) 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. Page 1 of 10 25D-3 3. TERM This Agreement shall commence on the date first written above for one year. unless' terminated earlier in accordance with Section 14, below. 5. INDEPENDENT CONTRACTOR GST shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which GST performs the services which are the subject matter of this Agreement; however, the services to be provided by GST shall be provided in a manner consistent with all applicable standards and regulations governing such services. GST shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, GST shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. GST shall maintain commercial general liability insurance 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 GST's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, GST, if GST has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, GST agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If GST is or employs a licensed professional such as an architect or engineer Page 2 of 10 25D-4 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 GST pursuant to this section: i. GST shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved 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. GST shall supply City with a fully executed additional insured endorsement. f. If GST fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect GST's right to be paid for its time and materials expended prior to notification of termination. GST waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION GST agrees to defend, 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 negligent operations of the GST, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The GST further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the 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 GST'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 GST. Page 3 of 10 25D-5 8. RECORDS GST shall keep records and invoices in connection with the work to be performed under this Agreement. GST 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 GST under this Agreement. All such records and invoices shall be clearly identifiable. GST 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. GST 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 GST under this Agreement. 9. CONFIDENTIALITY If GST receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, GST agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the GST disclosed in a publicly available source; (c) is in rightful possession of the GST without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the GST without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE GST covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. DISCRIMINATION GST shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. GST affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 4 of 10 25D-6 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and GST, and supersedes any and all other agreements, oral or written, between'the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of GST. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate GST or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of GST, GST may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other GSTs retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, GST shall be entitled to receive and the City shall pay GST compensation for all services perfonned by GST 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 GST to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and GST 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 perfonnance specified in the Recitals of this Agreement. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 5 of 10 25D-7 16. 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. 17. PROFESSIONAL LICENSES GST 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. GST shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. 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. Where any terms or language within the attached exhibits conflict with this Agreement, the language of this Agreement shall be controlling. 19. 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 25D-8 Page 6 of 10 With courtesy copies to: Chief of Police Santa Ana Police Department 20 Civic Center Plaza (M-96) P.O. Box 1988 Santa Ana, California 92702 To GST: Mr. Hong Chou GeoSpatial Technologies, Inc. 10055 Slater Ave., Ste 214 Fountain Valley, CA 92708 Fax: 714-861-7032 Sonia R. Carvalho City Attorney 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. --remainder ofpage intentionally left blank, signature page to folloly-- Page 7 of 10 25D-9 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 'to By t� Ta ara Bogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: David A. Valentin Acting Chief of Police Santa Ana Police Department CITY OF SANTA ANA Cynthia J. Kurtz Interim City Manager GEOSPATIAL TECHNOLOGIES, INC.: Hong Chou Chief Technology Officer 25D-10 Page 8 of 10 EXHIBYr A SCOPE OF SERVICES 25D-11 Exhibit A - Software Agreement with GeoSpatial Technologies, Inc. ('GST GeoSpatial Technologies, Inc. Software Annual Maintenance Agreement GeoSpatial Technologies, Inc. (hereinafter referred to as GST) shall provide maintenance and support services under this Software Annual Maintenance Agreement (hereinafter referred to as Agreement) for City of Santa Ana Police Department (hereinafter referred to as Customer) during the period from August 3. 2017 to August 2. 2018, with options to extend for addition 4 years, upon payment of the annual maintenance fee for the products listed in the section of Products Covered. I. PRODUCTS COVERED GST maintenance and support services are provided only for the software products listed in either Purchase Contract, Purchase Order, GST Quote, or GST Invoice with the entire amount of Software Annual Maintenance Fee paid in full on or before the commencement of each 12 -month period. II. MAINTENANCE AND SUPPORT GST shall provide maintenance and support services to the End User. Maintenance and support services shall include, but not limited to: (a) Telephone and E-mail Support: GST will provide telephone and e-mail assistance. You must provide GST with remote access through the Internet to the computers installed with GST software. By calling the GST technical support number, you will reach a trained support analyst of whom you may ask questions or seek advice relating to the use of GST software. The analyst will assist you in utilizing your GST software, and in identifying and providing a work around, if possible, for any software problems found with GST software. GST support services do not include hardware, network, operating systems, or third party software. Support will be provided weekdays from 9:00 a.m. to 6:00 p.m. Pacific Standard Time, excluding weekends and holidays. (b) Response Times: In the event that the End User experiences a critical system failure, which shall be deemed to have occurred if the system is down or inoperable, meaning that the End User cannot use the System and/or the System is off-line, for longer than '/z hour, GST shall respond and look into correcting the problem immediately upon receipt of a call for service and following the receipt of notification and relevant documentation of the problem. For all other non-critical failures, GST shall respond and attempt to correct the problem within four (4) hours upon receipt of a call for service and following the receipt of notification and relevant documentation of the problem. If problems cannot be resolved within four (4) hours, the problem will be automatically escalated to Application Technical Lead or the VP of Product Management for resolution. After consultation between the VP of Product Management and support staff, GST will provide a plan of action for resolution to the End User. (c) Bug -fixes and Upgrades: GST will provide bug -fixes and upgrades to the GST software when they are available at no additional charge during the term of the maintenance program. 25D-12 ('GST (d) Corrective Maintenance: GST will provide corrections to the supported software using Internet connections, provided you have a high-speed Internet connection on your system allowing GST remote access, during standard support hours. (e) GST Training: The End User under software annual maintenance program receives 50% discounts for all training programs held at GST's facility. (f) Software Customization and Enhancement: The End User under the software annual maintenance program receives a 20% discount for any software customization services. End User requested enhancements or modifications of GST software are not included in the support plan price. GST agrees to review requests from the End User and to provide a quote for the requested enhancement based on time and cost anticipated. (g) Excluded Service: The maintenance and support described herein does not include the correction of software failures due to causes beyond the control of GST and occurring without the fault or negligence of GST such as, but not limited to acts of God, catastrophe, fault, or negligence of the End User, operator error, manipulation of the object or source code (unless approved by GST in writing prior to such manipulation), improper use or misuse of the system or any part thereof. Any such excluded service, whether on-site or off-site, will be provided at the request of the End User at GST per call rates and terms then in effect. (h) Support of Old Software: Users are required to install all updated software and any bug fixes in a timely manner, including operating system software. If you fail to keep your system current, GST may no longer support your system. GST will support old releases of a product for two years after new releases become available. For subsequent years after new releases becomes available, if requested by End User, GST may continue to support such old releases for an annual increase in support fee of 40%. (i) Lapsed Support: If the End User intends to renew maintenance after the previous maintenance program has expired for over two (2) months, a supplemental fee of 50% of the annual maintenance shall be due GST for the first year of maintenance following your need for maintenance again, in addition to the maintenance fee already due herein. (lc) On-site support: On-site support is not covered by the standard software maintenance support. Per End User's request, GST will provide on-site support if GST detennines that such support is required to resolve the reported problem. In this case, GST will dispatch one or more members of its support staff to your site who will attempt to recreate and resolve the problem(s) reported. During this time it is expected that members of your staff will be available to answer questions and provide information regarding your system, if required. On-site support will be charged at GST per call rates and terms then in effect, plus travel and per diem for GST staff sent on-site. III. SYSTEM MODIFICATION (a) GST -generated modifications: Changes or replacement of the computer equipment, operating system and its related software, or other third party software may require GST software support and/or 25D-13 ('GST software modification to allow GST products to work with the new equipment, operating system, and/or third party software. These support and/or modification services will be provided by GST at the End User's request at our then quoted prices. (b) End User -generated modifications: GST will not be responsible for any damage to your GST software or data caused by upgrades to the operating system or replacement of hardware without GST's prior written concurrence that said upgrade would function properly. Services required as a result of modifications to GST's systems made by the End User are not considered normal maintenance and are not provided as part of GST's Software Maintenance Program (c) External System Modifications: In the event any external system is modified beyond that anticipated by the terms of the underlying End User License Agreement, the End User shall notify GST of such changes immediately upon receipt of notification from the respective entity/entities and request that GST prepare a proposal to include a time and cost estimate, for the work to be performed which constitutes a change from the originally agreed upon configuration and work description as presented in the underlying End User License Agreement. GST shall, within thirty (30) days after receiving said notice, furnish a written proposal to the End User provided the required modifications are commercially, technically and practically feasible. Upon receipt of GST's proposal, the End User shall determine whether it desires the work to be performed, and if so shall issue a Notice to Proceed within ten (10) days, at which time GST will perform the necessary modifications for the additional mutually agreed upon compensation. IV. END USER RESPONSIBILITIES (a) Software Problems and Reporting: The End User agrees to limit use of GST maintenance service to occasions when GST system software fails to operate in accordance with the product specifications as defined in the original purchase contract. To facilitate the problem solving process, the End User agrees to assist GST in their efforts to duplicate the software problem by providing a written problem report. Additionally, GST may ask that you furnish a listing of software problems rather than calling on each individual item over a short period of time so that our support team can better assist you. (b) Payment: The End User is responsible for ensuring that all amounts payable under the software annual maintenance program are received by GST on or before the commencement of the maintenance program. The End User's failure to remit payment to GST for such maintenance services provided or to be provided shall entitle GST to deny further maintenance services to the End User. (c) Updates: The End User and all users of GST software are responsible for installing all updates to software, hardware, and fixes in a timely manner. Failure to keep your system updated can, at GST's sole discretion, result in the immediate discontinuation of maintenance support. (d) System Administration: The End User is responsible for identifying a System Administrator, as well as a back-up System Administrator, who will function as GST's primary and secondary contact for any maintenance services to be provided under the software maintenance program. Such System Administrator, or, in the absence of the Systems Administrator, the back up, shall be GST's sole contact for technical assistance. The System Administrator and backup System Administrator must 25D-14 ('GST be trained in the administration of computer hardware, operating system, networking, and database. GST support staff will assist you in identifying system problems as a function of maintenance support. However, if a problem is identified as a system administration responsibility, further assistance from GST support staff is billed at our then current hourly rates and terms. V. WARRANTIES (a) Limited Warranty for Services Any services being provided to the End User in accordance with the software maintenance program are offered on a best-efforts basis only, GST may not be able to resolve every service request made. Although GST will attempt to provide some guidance and direction, GST is not responsible for resolving issues related to networks, operating systems, back- end databases or hardware. It is the End User's responsibility to keep adequate data backups. GST will not be responsible for any lost data. ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. VI. LIMITATION OF LIABILITY The End User's sole and exclusive remedies for any damage or loss in any way connected with any software or services furnished by GST, after acceptance of the GST software system, whether by GST's breach of warranty, negligence, or any other breach of any other duty, shall be, at GST option, replacement of the software or re -performance of service or return or credit of an appropriate portion of any payments made, or to be made, to GST with respect to such software or services. Under no circumstances shall GST be liable to you or any other person for any special, incidental, indirect or consequential damages of any character, including, without limitation, damages for loss of good will, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if GST has been advised of the possibility of such potential loss or damage. VILCHOICE OF LAW Interpretation of this Agreement shall be governed by the laws of the State of California. VIII. STATUTE OF LIMITATIONS No action or claim relating to or arising out of the software annual maintenance program may be institutedmore than one (1) year after the event giving rise to such action or claim. 25D-15 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable Page 10 of 10 25D-16 Exhibit B - Software Agreement with GeoSpatial Technologies, Inc. GST GeoSpatial Teclvnologies, Inc. Quote For Santa Ana Police Department 10055 Slater Ave. Ste. 214 Fountain Valley, CA 92708 Phone: (714) 861-7033 Fax: (714)861-7032 7/3/2017 GST Public Safety System The following AMF items cover the following coverage 0 810 312 01 7 to 0810212018 GST Part Number Description QTY I Unit price Amount Service SRV-SW-AMF 1. GST CrimeMap Pro Software Site License 1 $ 10,500.00 $ 10,500.00 2. GST CrimeMap Lite Software Site License 3. GST CrimeMap Mobile Software Site License Service Tota $ 10,500.00 Grand Total (Service) $ _ - 10;500.00 Note: 1 AMF paid client is entitled to technical support, both email and telephone (M -F, 9:OOAM-5:30PM, PST), bug fixes and free software upgrades through the year, and discounts for GSTs training programs and customization. 2 Price stated above Is good for ninety (90) days from date of this quotation. 3 Payment Terms: AMF payment is due prior to the commencement date of new coverage period. 25D-17 25D-18 REQUEST FOR �z. COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: APPROVE AN AGREEMENT WITH RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT FOR COURSE REGISTRATION SERVICES (STRATEGIC PLAN NO'1, 11) azv7� o' CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance onI� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached five-year agreement with Rancho Santiago Community College District for registering students to receive college credit for attending certified training, for the period of July 17, 2017 through July 16, 2022, subject to non -substantive changes approved by the City Manager and City Attorney. This agreement will result in registration costs of up to $10,000, and generate up to $54,000 in reimbursement revenue over the five-year term. DISCUSSION The Santa Ana Police Department has a long standing relationship with Rancho Santiago Community College District (District) to ensure law enforcement officers receive college credit for law enforcement training that has been certified by the District. Under the terms of this agreement, Santa Ana College offers advanced public safety courses to students under the immediate supervision of a Rancho Santiago Community College District -approved instructor (Santa Ana PD training officer). The officers receive college credit, and the District is eligible to receive state apportionment to help fund the costs of instruction. A percentage of the apportionment is used to compensate the Police Department for costs incurred while presenting the course (i.e: instructor costs, instructional supplies, printing costs, etc.). Over the course of an average year, the Police Department trains approximately 300-400 employees (Santa Ana and outside agencies). Registration costs vary based on the class, and the Department is reimbursed at two dollars and seventy cents 2.70 per student contact hour, not to exceed 20,000 student contract hours or $54,000 per fiscal year. The Department anticipates spending approximately $2,000 a year in registration fees, which will be offset by receiving approximately $5,000 - $10,800 in reimbursement fees annually. Over the course of a five-year agreement, the Police Department anticipates paying approximately $10,000 for enrollment fees for ongoing, in-service training. These monies will be offset by total reimbursement of approximately $25,000 - $54,000 over the five-year agreement. Actual revenue received will be based on the annual training needs of the Police Department, and the number of registrations processed through the District. 25E-1 Agreement with Rancho Santiago Community College District October 3, 2017 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 Community Safety, Strategy 1 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 for this agreement are available in the Police Department's Training contract services account (no. 01114410 62300), and reimbursement revenue will be deposited in the Police Department's Training contract services expenditure account (no. 01114410 62300) for the following fiscal years: APPROVED AS TO FUNDS AND ACCOUNTS: i David V Francisco Gutierrez k C- ing Chief of Police Executive Director Santa Ana Police Department Finance and Management Services Agency Exhibit: Agreement with Rancho Santiago Community College District 25E-2 Expenditures Revenue FY 2017-18 2,000 10,800 FY 2018-19 2,000 10,800 FY 2019-20 2,000 10,800 FY 2020-21 2,000 10,800 FY 2021-22 2,000 10,800 Total 10,000 54,000 APPROVED AS TO FUNDS AND ACCOUNTS: i David V Francisco Gutierrez k C- ing Chief of Police Executive Director Santa Ana Police Department Finance and Management Services Agency Exhibit: Agreement with Rancho Santiago Community College District 25E-2 STANDARD INTER -AGENCY INSTRUCTIONAL SERVICES AGREEMENT With: THIS AGREEMENT is entered into this 17rn day of July, 2017, by and between the Rancho Santiago Community College District, 2323 North Broadway, Santa Ana, California 92706-1640 (District) and the Santa Ana Police Department (Agency). RECITALS WHEREAS, under Government Code Section 53060 and Education Code Section 78021, the Rancho Santiago Community College District desires to contract with Agency as an independent contractor to the District; and WHEREAS, Agency has the personnel, expertise and equipment to provide the special services required hereat, and WHEREAS, the public's interest, convenience and general welfare will be served by this contract; NOW THEREFORE, Agency and District agree as follows: PROVISIONS OF THE AGREEMENT A. AGENCY'S RESPONSIBILITIES Services - Agency's responsibility shall be to diligently furnish to the District the services and materials as set forth in Attachment A, hereby incorporated in this Agreement by this reference. 2. Student Attendance Records. Records of student attendance and achievement will be maintained by Agency. Student attendance records will be open for review at all times by officials of the District and submitted on a schedule developed by the District. SAC -17--040 1 of 11 25E-3 3. Non -Discrimination. Agency agrees it will not engage in unlawful discrimination of persons because of race, color, religious creed, national origin, ancestry, physical handicap, medical condition, marital status, or age, or sex of such person. 4. Applicable Law. Agency agrees to comply with all federal, state, and local laws, rules regulations, and ordinances that are now or may in the future become applicable to Agency, Agency's business, equipment, and personnel engaged in operations covered by this agreement or occurring out of the performance of such operations. B. DISTRICT'S RESPONSIBILITIES 1. Educational Program. District is responsible for the educational program that will be conducted.on site. 2. Supervise and Control Instruction, The instruction to be claimed for apportionment under this contract shall be under the immediate supervision and control of a District employee (Title 5, Section 58058) who has met the minimum qualifications for instruction in a vocational subject in a California community college. 3. Instructor Who Is Not a District Emnlovee - District's Responsibilities Wltere Agency's instructor is not a paid employee of the District, the District shall have a written agreement with each such instructor who is conducting instruction for which Full time Equivalency Students (FTES) are to be reported. The agreement shall state that the District has the primary right to control and direct the instructional activities of Agency's instructor. 4. Qualifications of Instructors. District shall list the minimum qualifications for instructors teaching these courses. Such qualifications shall be consistent with requirements specified by the District. SAC -17-040 2 of 11 25E-4 5. District's Control of and Direction for Instructors. District shall provide instructors with an orientation, instructors manual, course outlines, curriculum materials, testing and grading procedures, and any of the other necessary materials and services that it would provide to its hourly instructors on campus. 6. Courses of Instruction. The Courses of Instruction are specified in Attachment A to this Agreement. It is the District's responsibility to insure that the course outline of records are approved by the District's curriculum committee pursuant to Title 5 course standards, and that the courses have been approved by the District's board of trustees. 7. Different Section of Courses. District shall have procedures to insure that faculty teaching different sections of the same course teach in a manner consistent with the approved outline of record for that course. Such procedures apply to the faculty, courses, and the students. 8. Enrollment. District will advise Agency of the enrollment period, student enrollment fees, the number of class hours sufficient to meet the stated performance objectives, policy regarding the supervision and evaluation of students, and the procedure applicable to the withdrawal of students prior to completion of a course or program. 9. Obtaining_ Approval of Deeree and Certificate Programs Is District's Responsibility, It is required that degree and certificate programs have been approved by the State Chancellor's Office and courses that make up the programs must be part of the approved programs, or District must have received delegate authority to separately approve those courses locally. SAC -17-040 3 of 11 25E-5 10. Classes Held Outside of District. If the classes are to be located outside the boundaries of the District, the District must comply with the requirements of title 5, Sections 55230-55232, concerning approval by adjoining ]sigh school or community college districts and use of non -District facilities. 11. Funding Source. District shall certify that it does not receive full compensation for the direct education costs of the course from any public or private agency, individual, or group. 12. Certification. District is responsible for obtaining certification verifying that the instruction activity to be conducted will not be fully funded by other sources. (Title 5, Section 58051.5) C. FE, ES Agency Fee and Expenses - The fee to be paid by District for the services and materials to be supplied hereunder is two dollars and seventy cents 2.70 per student contact hour, not to exceed 20,000 student contract hours or $54,000 per fiscal year. Annual limits shall not be exceeded without the express permission from the Dean of Human Services/Teclmology Division or the Assistant Dean of Criminal Justice Academies. 2. Agency shall invoice the District at the conclusion of each class, supplying mutually acceptable documentation or student contact hours for each class. SAC -17-040 4 of 11 25E-6 D. TERMS AND CONDITIONS 1. Facilities. Agency and District agree the course shall be held at facilities that are clearly identified as being open to the general public. (Title 5, Section 58051.5) 2. Open Enrollment. District and Agency agree that enrollment in the course must be open to any person who has been admitted to the college and has met any applicable prerequisites. (Title 5, Sections 51006 and 59106) The District's policy on open enrollment is published in the college catalogue and schedule of classes (Title 5, Section 51006), along with a description of the course and information about whether the course is offered for credit and is transferable. (Title 5, Section 55005) 3. Support Services for Students. Agency and District shall ensure that ancillary and support services are provided to the students (e,g. Counseling and Guidance, and Placement Assistance). 4. Indemnification. All parties to this agreement agree to defend, indemnify, and hold barmless the other party, its officers, agents, employees, and volunteers, from and against all loss, cost, and expense arising out of any liability or claim of liability, sustained or claimed to have been sustained, arising out of the activities, or the performance or nonperformance of obligations under this agreement, of the indenniifying party, or those of any of its officers, agents, employees, or volunteers. The provisions of this article do not apply to any damage or loss caused solely by the negligence or intentional acts of the non -indemnifying party or any of its , officers, agents, employees, and volunteers. ,9AC--17-040 5 of 11 25E-7 5. Term. This Agreement shall be in effect for the period commencing July 17"i, 2017, through July 16'h, 2022, unless earlier terminated by either party in the manner set forth in in paragraph D(6) below. Either party may cancel or terminate this Agreement without cause upon 30 days prior written notice provided by either party. 6. Termination without Cause. Either party may cancel or terminate this Agreement without cause upon 30 days prior written notice provided by either party. In the event the agreement is terminated, all of the obligations of the terminating party shall be waived immediately upon written notice of termination to the other party. The terminating party may proceed with the work in any manner deemed proper and the costs associated with the work shall be deducted from any sum due the other party under this Agreement, and the balance, if any, shall be paid by the other party. Assignments. This Agreement is personal and shall not be assigned by Agency either in whole or in part. Any such purported assignment voids this Agreement. SAC -17-040 6 of 11 25E-8 8. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows: If to District: Rancho Santiago Community College District Attn: Vice Chancellor, Business Operations and Fiscal Services 2323 North Broadway Santa Ana, California 92706 If submitting an invoice, insert: "Attn: Accounts Payable" If to Agency: City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92702 Fax: (714)245-8097 9. Time Is of the Essence. Time is of the essence for each of the provisions of this Agreement, and all the provisions of this Agreement shall extend to and be binding upon the heirs, executors, administrators, successors and assigns of the respective parties hereto. 10. Modifications. No modifications or variations of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreements not incorporated herein, and no alterations or variations of the terms of this Agreement unless made in writing between the parties hereto, shall be binding on any of the parties hereto, SAC -17-040 7 of 11 25E-9 11. Insurance: Each Party to this Agreement shall insure or self - insure its activities in connection with this Agreement and obtain, keep in force and maintain during the term hereof insurance or self-insurance insuring against the peril of bodily injury, personal injury, property damage and including a contractual liability endorsement with a limit of liability at least one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate; California Workers' Compensation Insurance on their employees performing any services under this Agreement; and, such other insurance in such amounts which from time to time may be reasonably required by the mutual consent of the parties against other insurable risks relating to performance. Certificates of insurance or other satisfactory documentation, evidencing the insurance coverage specified herein is in full force and effect throughout the term of this Agreement may be requested by either party. SAC -17-040 8 of 11 25E-10 IN WITNESS WHEREOF, this Agreement has been executed by the patties hereto on the day and year fust written above. SANTA ANA POLICE DEPARTMENT ARt'District: RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT By: Name: Peter J. rdash Title: Vice Chancellor of Business Operations/Fiscal Services Date: .7 APPROVED AS TO FORM: SONIA CARV [TALO Ciy B Tatra aBogosian Assistant City Attorney RE,E,COMDJ NDED FOR APPROVAL: DAVID VA N olice Chief Santa Ana Police Department CYNTHIA J. KURTZ Interim City Manager ATTEST: MARIA D. HUIZAR Cleric of the Council SAC -17-040 9 of 11 25E-11 ATTACHMENT A STANDARD INTER -AGENCY SERVICES AGREEMENT SERVICES TO BE PROVIDED BY AGENCY 1. Teaching Approved Curriculum: All student contact hours submitted by the Agency to the District shall be part of a course of instruction that has either been approved by the Santa Ana College Curriculum and Instruction Council, or has been accepted as a topics course and approved by the college's Chief Instructional Officer. 2. Instructor Qualifications: All student contact hours submitted by the Agency to the District shall have been taught under the line of sight supervision of instructors who meet the college's minimum or equivalent qualifications for hiring as part-time Criminal Justice Instructors. This expertise is furnished at the expense of the Agency, The services include the use of their specialized equipment, facilities, all handouts, and instructors with specific expertise. 3. Non -overlap with other funding sources: The above instructional hours are conducted as FTES funded courses through the Criminal Justice Academies Department at Santa Ana College. 4. Enrollment of Students: The District will supply current student enrollment forms to the Agency who will return properly completed enrollment fors to the District prior to beginning instruction. SAC -17-040 10 of 11 25E-12 5. Instructional Activities: The Administrators of Rancho Santiago Community College District and Agency (and/or their designees) will meet at mutually agreed intervals to plan, schedule and budget for instructional activities. The joint consent of the District and the Agency shall precede any instructional activity, C. List of Courses - The following is a partial list of applicable courses for contract instruction: 1) 034A Advanced Officer Training 2) 038A Tactical/Weapons Training 3) Related courses approved by the Assistant Dean, Criminal Justice Academies and specific to Criminal Justice and all other approved Criminal Justice related courses offered at Santa Ana College, SAC -17-040 11 of 11 25E-13 25E-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: APPROVE AGREEMENTS WITH CLEAR CHANNEL OUTDOOR FOR BUS SHELTER PUBLIC EDUCATION CAMPAIGN (PROJECTS 16-6870, 16-6871, 16-6872 AND 16-6873) (STRATEGIC PLAN NO. 1, 3B) CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on ll" Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute four (4) agreements with Clear Channel Outdoor, Inc., subject to nonsubstantive changes approved by the City Manager and City Attorney, for a bus shelter public education campaign related to the grant funded projects in the corresponding amounts and for the terms indicated below: Project Title & Number Amount M Term Heninger Elementary School - ATPL $14,962.50 October 3, 2017 to 5063 (159), Project No. 16-6870 February 27, 2018 King Elementary School - ATPL 5063 $14,962.50 October 3, 2017 to (160), Project No. 16-6871 February 6, 2018 Washington Elementary School - ATPL $14,250.00 October 3, 2017 to 5063 (161), Project No. 16-6872 January 16, 2018 Monte Vista Elementary School - ATPL $14,843.75 October 3, 2017 to 5063 (163), Project No. 16-6873 March 27, 2018 DISCUSSION The City of Santa Ana received Active Transportation Program (ATP) grant funds to install a new traffic signal and modify existing traffic signals at various intersections in close proximity to Heninger, King, Washington, and Monte Vista Elementary Schools. The grant funds also cover the costs for a public education component aimed at creating safer, walkable communities by promoting bicycle and pedestrian safety with safety advertising messages at bus shelters. The 25F-1 Agreements with Clear Channel Outdoor, Inc., for Bicycle and Pedestrian Safety Education Program Advertising October 3, 2017 Page 2 program goal is to reduce the number of persons killed or injured in collisions involving pedestrians and bicycles. The City of Santa Ana has an exclusive agreement with Clear Channel Outdoor, Inc. (Clear Channel), to provide advertising at all bus shelters, as well as maintenance of bus shelters and associated furniture at most of the bus stops in the city. In exchange, the City receives quarterly revenue from this arrangement. For this public education campaign, the City as the administrator of the grant will be making payment to Clear Channel utilizing grant funds. This type of program has been successfully implemented through the State of California. The grant administering agency has approved the sole -source procurement of the bus shelter advertising services. Staff recommends awarding a contract to Clear Channel Outdoor to provide advertising in bus shelters for a combined total not to exceed $59,018.75 for all four grant -funded projects. Funding for each grant is separate and cannot be combined. Therefore, separate purchase contracts are required for the procurement of bus shelter advertising. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety, Objective #3 (promote fiscal accountability to ensure financial responsibility at all levels of the organization), Strategy B (promote ongoing efforts to obtain grant funding for activities that will assist in preventing, enforcing and reducing criminal activity and traffic collisions). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action FISCAL IMPACT The total cost of the agreements is not to exceed $59,018.75 for all four projects. Active Transportation Program Grant Funds for each of the projects are available for expenditure in Fiscal Year 2017-18 in the following Public Works Agency expenditure accounts: 1. Heninger Elementary School - ATPL 5063 (159) — $14,962.50 (Account No. 14817613- 66220, Project No. 16-6870) 2. King Elementary School - ATPL 5063 (160) — $14,962.50 (Account No. 14817613-66220, Project No. 16-6871) 3. Washington Elementary School - ATPL 5063 (161) — $14,250.00 (Account No. 14817613- 66220, Project No. 16-6872) 4. Monte Vista Elementary School - ATPL 5063 (163) — $14,843.75 (Account No. 14817613- 66220, Project No. 16-6873) 25F-2 Agreements with Clear Channel Outdoor, Inc., for Bicycle and Pedestrian Safety Education Program Advertising October 3, 2017 Page 3 - -- --_— -- -------- Fred Mousavipour Executive Director Public Works Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibit 1: Heninger Elementary School – Contract for Outdoor Advertising 2: King Elementary School – Contract for Outdoor Advertising 3: Washington Elementary School – Contract for Outdoor Advertising 4: Monte Vista Elementary School – Contract for Outdoor Advertising 25F-3 25F-4 Exhibit 1 {/e son 5 a, Clear Channel Outdoor CONTRACT FOR OUTDOOR ADVERTISING N R I PROD I It's Up to All of Us at Name/Location lilt] m No. Of Y I N Installations Ina Shelter Panels 6 Special Instructions) Additional Clfarges: LAX9900056 Installation and Materials production included. Heninger Elementary School Page tofd July 25, 2017 CUSTOMERa 231186 1 INVOICE NAME City of Santa Ana ADDRESS 20 Civic Center Plaza CITY/STATE/ZIP Santa Ana, CA 92702 CONTACT Ruben Castaneda EMAIL ADORESS PHONE: rcastaneda sanla-ana.or (714) 647.5621 IFAX u P.O. # PRODUCTNMAE Public Service Term In Size Face Rate Pel 4 -Week Rate 4 -Week 6 1 1 5.25 1 IS 475.00 1 $ 2,850.00 1 5 Total 14,962.50 rgengrrwvemser nereby wnIm�S lar the ouldnnr advenisng sxwas deacribed above upon the tends set fen,, above AND ON PAGES 2 AND s. s,hN AgarcWAdveNser haaby acknnvledgas and conrmns m�ipl of by e.I.Mbng in Ilse space pm•naad tele.,. Cnnvaas Imomndl9d le Clear Channel 0oldeor via lac machines ereleC!mmc mail ars to be treated as prlgbal conlraela This morsel .,.at be synod by both Aganry m Adveniser and WO to be eRedne. Agency: FName: City of Santa Ana Signature: Name: Date Dale Clear Channel Outdoor, Inc New Renewal Takeover Product/ Class Number: Approved as to form 'bv. n—�z hn M. Funk Assistant City Attorney Name: Attest Maria D. Huizar Clerk of tI12t ril5 W Recommended for Approval Fred Mousavipour Executive Director, Public Works i u_v.me j3. Clear Channel Outdoor Pag.203 CONTRACT FOR OUTDOOR ADVERTISING STANDARD TERMS 1 LEFINEOTEraAS A3asad NbWCb,b,,, lrWae leM1nd Shd'A k)ra!M ma.Srynga 3E1(dlh below 'WveNeing Flalonals'Llalaean sll %misJ �d�atlianq 4aleriars a,L pLylal Aa+agsrnq MalenaH ai eacb rs tlelmrgm Sagmn a ccPa lryr' y1d11 mean Na a0varp3mgs'ampaiT descripadln he $ales Carlracl LCa,Dv ana.meanPaz.,wiI. VaICM by Gaa LharNal .... w±w Cmsar:m In 111,11a SM Ee NiM0yWn9CCM12N10 CrgiLll irgriz Cb9 ClNnnd an"shaft maan GauChaTHJYWanr lnc a0elaxara C^.I[CrallCrraWll saica,aby a. Ssg Seb,1 ConlydY I Oar2 6nNl r5rxar NB Ca12 rtl +NYfla11a91M CdM'BMerMN Nlad'JH Campaign rn Nn 'cM1dd n4al lab,badean'sN:l m±nnaly, m(pnnalian Mahn, to w Mad. -A w C.,hadar anvrq ntvh cnn ..'aanynN an, aN 41 PlldnginlampFian/C! be, Charm[, adCWVW Shat mean Iha ap3`YadCd: a Saba Carnt"t. MIF let. and epnru and an graben. adde al, fdald 1p Cnrem, all a3 Na lama may w nrad lieb Irate Uma IF lima ' ttanarfi .., Iha adrrenisc and ayag2ncy nrpuytng3anrtenamell In Iala SM.. Crnttaa Otatiaer/DaW3naII mean Na M1IDi;il i0r Ina EElu•ery,fAd,MP..,Ha•arWssssal(CNOIn rM12 Syaa Convacl .0,.c Co nenr ihallnleal La a1Nm'ormauCn farAld;tq"a," w w'a"', NactIP-M, m Fb a3 apa Uy,"as.'a'9eNaldt"OfFiNdmaVCn 'SN01 Lanlracl' Snvi meds me GCnuxt Id Advasnsingby aro wroxn CIed.Cnamel aha Insl`nmam<r rohy /arin the IenM ar J. the acn3 Cf Na,hie Ulan. `$ign' I.n, ky lyiC d,,pll aan Nx tign d3rgn9rdwrllRedln NB $dle5 CdrVx{ IW Jra pinrEmEN Of he advery3rn91ar Na Campal9n 2 PA'IMEM SEfarC22cavarad y/ IMa Cdllrir.I WJetzaUziM1vria Baprazy'y r CuslCmdt ClaaGrannM Snarl. hdn Gme Io Wro al lnte.Yeld nvdc2 b'CUNg Ar dl Na bT.aJ aCdrezzadl loon In pw Sales data al aaimd- a4 a Per Mb,Mb rate of 12:. me Imm« FWetllanco;lsYlulrztJEy ChvarN. ndWlra - cored ltt CglaCtpl4Cu51amef anaP Fdy ill gaa3a dladebCmayf rae5 atl cpnlwil3. 3 RIGHTS. OELtGATIONSANOOTHER AGREEMENTS OF THE PARTIES J 1 OF CUSTOMER a 'ata ll rlaaaandand' a'-' mGxa Chargxl lRal IN e1011 pmas CelMba.a9 olGatemeli landbahl and dmiuz, ALrerWry Matenal4aha, m Ilre en:?N apPCeabe. all Dynams CenlaM gacaimEryn pr 99ns. snanmmFly 9viFh vllappvgWalederal. LKell.al sal rt:nm CanbaGlY aINNiNapy do dad ganq Or OpyNbirv'•rCp aSCuamnarpn C!Falleldn Wea59i5nNerTageMyN aryrryf9anabr hereby pCIday MI/IO Uy all{n(i1IIdSean WiU ty NR aFl¢Nsel, Tna 9wllry aCuyr.'q senice hereby dss:g1r910CIaaQlalnel NIJIiL9dplYs, ppe and rtr9511n MV�1ami1 m3Y httxNlarlyre Vt NB pvpnl ala barlNrVlcy Iy Na dNerb5vfl0l Pd%mC1,s Iv01{! Uss CnpV!cl MC agrEe3 ntl Ip 61p eny pp;i51 ro [u(15 QaM CI LIa]r CM1smal 320FCLENRCHANNEL a Gaar Cltinm4. a11L iMa 6uenm mY/ rn127 Cnemav^ any akdmsrrgmalMial. arl cr na as 59Cnilted by Cmicn'ar Im ary rxan dm romon al arty tiro, Cunnq u4a Izm 011hl;La:'vacl In zlsh aza. bl Gem CM1almelant4br Cussmarmay lemwat0ln'n CmvadaM Gedr Chalt^fl nrlhainlnurs2 CuilCmpf do/M{pa:d amCunlz maCa CY Cuz:al:rarlo Clear Cl3TmIN fn;he IllraxFrratl WrCan 01IM LOnlraq aha (iii uN2zs Claar CnannL zraedvnm mnbV 1 iswN gCCd reasdr CwlCnlxrsllall6? annled ro Fecpme fmmclear Gtinrtal a Slen emal mlrvs acluam0ncaccelaMa cavy -pecks w)u necassanly �uraCby ndt da ar ICrfyoduFtm a:d dyrmv mLl•1tt Cllannal Nlta cd.an�sirtg Malelials naranMaf nN:N vs!Wl Clear ch 0 9uapd le Cl!zs Chdrind'im}RICr!mwx Ws:atl ccp, dll aPf meU WieNarrlgbL IM3149nall to pa3120. MSIdI:CC and mamlam!d ty CI?ar Clvny10: 119 Cesrgnevin.Xvrrtnse VnVI UY Iem:i rN IM Saas Ira,. e. Clear1 any appil CCIne Wllet al sal canVaa mar a.brana ane mtravSale m!na uans d, cYN.Tons01 any a[pliiabla I2dta5 b'N alloN=r 9greamdnl).UCNeae. afll pemnl) rnlal:nP le my $igns entl 1:1 apPllCpWa la•V.ldl. sldlaaM WCNIaa3 )rW raguldPgl3 J Il Adooel5lnp bly=IWisara�Iy dePr2red, Clear Cbacnd [hall <CI'Vyle FmJirtpprvinyl mtlNhi.:on NUre rhaVla%SlrpldlprUu+S'•Mlufg days dd?f Pw. drSPlaYd'e14 sPe�adrn NB Sala3CallVacl dIW m F.1 Crllingan1 dae gry6luUy6311ay. c> e FCrnomtlivial Gnm inrxrv.n:�:..,,n...,. w.........._a...... FI1yES I* RrARRANI'IES OFANY :ESDS RfS DINTHi$CONTRACT FITNESS FOR A MrU4TICUI RUSE 33 T•UIES cl2arG ybd shall Wy as persmal WCParly Fara, alWMAU Il l0 MaSyns ane CWICnrer small M, sonart ida har all nAar IWai9 4FYi Bnd Iga11YKa m reSP'CFo(W5 CanVMI a CONTENT PRODUCTIONANDOELNERY a 1 PRINTED PRINVORKAND PRODUCTION %IATERIALS HlalmiIDs. Gs 50 lSL d EDde,P`naTadtl 43 MCHI'VALMATERIALANO RIGHT TO USE Clb»r CCanpahvy kaePAOvaryyry Ala:?M1Sb as ildeamzltllq Clear CnannN's asn &CuvNgaW%az CrylJlOa mrlryohaf ClearChanr Jlo use a prcCrta dplrolograpC dCldar Chocn!I's Sgnar Silpl9 tlisPlaying ln0 Wmpargn fnClear Chamarz .,TJLML. BdVBNsu'g Clpra3peUrW 9499 pbW)aE \'aln t]12n19. 0labOpCli49tlilnt90! KK W2T91 a 5 DISRUPTION OF PERFORMANCE LOSS OF USE 25F-6 (Version 8.9) e. TERMINATION Page 3 of 3 a CearChalmel may bypebAc rg 14 days advance ovation nates to Cualamer, and M Customer Falls to cove suds breed%prier to expiration of Ne 14 days, terminate his Comrade (1) Won material breach by Cualemar (except for breach of Cummw4 obligation to dallverAdvaNsUq Mandrels m Clear Charnel) or (2) If any monlaa to be paid by Customer to pew Channel are past due. pearC wnersndmsballeetformasutmoery of the shot breach and CleerCheand agrees to provide any sWpo ore dooummodi n as may be reasonably requested by Customer. In door Crew Channel may upon w him noble to Customer terminate this Cathed irAdver leg Moodals have not Won received by Chow Channel on or before Ne date rebuffed harem. Upon anyonuMerlhlaaewon(e), dl unpaid, accruotl mtmsea hereuMwshatImmedletely teases due eat payable. It. Customer may by providing 14 days movement %slaw, notes to ClearChamel, and IlClear Channel fails to sure suds breach prcrto expiration d Ute 14 days, torminds This Comrod Won material breach by Clow Cha dmI.Customer'e nodes strati seta summary of the offset breech and Customer agrees b provide mry cWpwbngtlocumentation as may be reasonably requested by Clew Charmi Upon such lemdnation. Clear Channel shall pay to Customer, m liquidated camagee and noes a penally, and as Customer's aallowed exduaiva remedy, a sum equal to the aduat noecancoleble outrof poal cosh newsary, [muffed by Customer prontothedate d lermme lis forpradudion and dellveryto Claer Channel of Me AcveNalrg Materialsecheras whemf. ureanet tliepo Can t Exceptescothanvior amiliv. da aleConrad,artherpahy shell be ilehla to rite slyer party for Intldmfal, formal, wnaequrntial or punitive tletnapea or lost profits. T. INDEMNIFICATION AND HMO HARMLESS Customer shall defanQ hold hamdess and Indemnity Clear Channel, Its parents, subsidarlas and affllwas, and Moir respective oNwrs, dINCtOo. employees, agents and designees from any and Or Owns, actions, causes of dation, losses, gabllMea, demands, damsspes, penmlles, Mea, web and! expenses Inducing, volt curt Ilmmticn, my Incidental, Indlrect canegoental, puffeve or stalutmy damages or last profits to a thiol party, arising from, wnneded Ain or related to (I) Clam ChmlW'a display of Cuslonew, AdveNattg Measle and Dy"hc Content ittdudlng. Infringement In any manner of any copyright, patent statement, trade secret or other right d arty Ind pant, presentation of ON material Or Information Mel violates any law or resolution, or fulum to IndutlB any deciaimer mat may be required by applicable lave, statutes, ordlnmm9e. Mas and regulet'ons or (li) Customers products and seMwe. S. GENERAL ied Indite laws of Ne Slate of Cal came shag govern tae combustion and Interpretation of xis ho dgms and obligations selfodh retell. The panes haeb Irtevoeaplywalve any and all rights to any proesedlm arsing cut ora relating to this Contract. r may nM assign or nensfwlhls Contract without Rest obtaining Ne v;m1m consent of Clew s Clew Chanel sm awed to post Aatall or Maintains, material Wrier this Contradfw the bemfil or entity other than lire Cuslamw named in the Sales Cmmol. Contains Nen Ne Sales Conrad wall pravall. %The failure of pear Channel or Customer to mares any of the provisions of Us Contract shell not be wnsruad as a genanal relinquishment mwaiver of Nat or wry alherpwvlslon. I. All notices hereunder shall be In%gibng, deemed given an the date of dispatch. and addressed to Customer and Clew Chamal at Me addresses flotad In her Sales Conrad. U. no invalidity or wunercoebt of any pagan of this Conmad shal not aged tie mmalning provisions hereof. g. INSURANCE, CERTiMATES OF INSURANCE pror to todt ing padamatco at Orem under No Contrast Clew Channel shat mattes and eat$Mardis Its subwnbaclat Mmy,, b talent eat maambt mmnertlal genet labliy lnmanM pmvidnp for Customer, Meoften, employee; agent; volmo ere vol rep rseddiran maddrional lnmsle) and shad Adele, bol col be belled to pmtedun aganst clear Wong awn bodiy and persons l III iwludeg deathreaulbq Monarch and damage to for", truth, from any actor bhlmm or aldig out cfCbar Chat operaEcwntltaperfomaped Us Agreement InAdlna sbhovtimitafpn, ads not vamales. no mwuma ofhmanw shwa be not an these the lelbWag: angle fed obra;o applying b badly std pwsanel It Imalig dr on resu0ng lhmeham, mid prspaydamagr, In spbW assist $2,W0.11gg paracmerpe, ndn $S,gW,oW Aga eggegale. Such houses shay(e)providefro Cuare., ma9ale,a.deea, stem, vabmtaws and! Mgvosemba esar add Moral Iltmed(sk (o) be primary ant rpt anttmKry art, Mated In Inaurewe or as4nmaae programs malnUl nod by Cushown and (a) moral stadard separation of M mesa dream 25F-7 9 City of Santa Ana Contract/Showing: LAX9990056 Client PO/Contract N: Brand: Agency: Sales Once: Clear Channel Outdoor Account Manager. So Cal Sheller House Campaign Start Augusl14,2017 Market LAX -All Southern California Transit Operator. Clear Channel Outdoor Status: Offer Media Type: Transit Shelters TARGET PROFILE: DMA- Los Angeles, CA Universe 18+yrs Clear Channel Outdoor Segment Start: August 14,2017 Segment End: January 07, 2018 Segment Duration: 21 Week(s) Proposal List PANEL Location Dew. TAB ID Area III 1 003389 tat St NS 100tt FJO Spurgeon St RE -1 2 003390 tat St NS 100fl FJO Spurgeon St FM/ -2 3 005096 Santa Ana Blvd NS 100ft W/O Ross St RE -1 4 005097 Santa Ana Blvd NS 10011 W/O Ross St FAN -2 5 008418 Main WS 100ft NIO Washington FIS - 2 6 008421 Civic SS 1008 E/O Ross F/W-1 Last TAB audit: Last Audit 01101/15 (310)7557200 418614 Sanfa Ana Y 418615 Santa Ana Y 420658 Santa Ana N 420661 Santa Ana N 594689 Santa Ana N 594692 Santa Ana Y Market Summary Scheduled No. Of Units 6 Avg Target In -Market Impressions 1,031,002 Plan lnMarket Impressions 6,186,012 Page 1 of 1 25F-8 July 24, 2017- 11:43AM CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY PURCHASING DIVISION _ 20 CIVIC CENTER PLAZA NI -IG P.O. BOX 1983 • SANTA ANA, CALIFORNIA 92702 REQUEST FOR EXCEPTION TO CONIPETITIVE BIDDING PROCESS Requests for exceptions to the competitive bidding process require detailed justification. This form must accompany your requisition whenever an exception to the competitive bidding process is requested. Such a request should not be made unless supported by factual statements that will pass an independent audit. Failure to respond fully to any of the questions could result in delay or rejection of your request due to inadequate justification. The Buyer or F&NNIS Agency Administrative Services Manager will determine whether the justification is appropriate. 1. Describe the product or service you wish to procure. Use enough detail to clearly describe what you are procuring to someone not familiar with the process. Procuring services for implementation of bus shelter advertising media Service will include all materials and labor, 2. What are the unique performance factors of the requested product or service that cannot be met by another vendor? The City of Santa Ana has an exclusive agreement with Clear Channel Outdoor for the maintenance and advertising of all bus shelter, furniture and stops in the city. The City receives quarterly compensation from this agreement. This contract does not provide an ability to purchase advertising in bus shelters. Any advertising not purchased direct from Clear Channel Would include a third party markup and therefore result in a higher cost to the City. I HEREBY CERTIFY THAT to the best of my knowledge, after having reviewed all pertinent information available to me at this time, the following vendor is the sole source of supply for the required product or service indicated REQUESTOR Zed Kekula, Sr. Civil E ' r DEPT./DIV. HEAD: Edwin "William" G lvez, P.E., City Engineer REQUISITION #: S 317 25F-9 DATE: 7 /31 /17 DATE: _L/ 3 l / 17 25F-10 Exhibit 2 it t.rv.3 b i Clear Channel Outdoor j CONTRACT FOR OUTDOOR ADVERTISING If IADVRTSR / PROD I It's Up t0 All Of Us I IliumI No. Of YIN Installations Shelter Panels 1 1 7 Special Instructions/ Additional Charges: LAX9990055 Installation and Hlatenals Production included. King Elementary School Page I of 3 July 25, 2017 CUSTOMER It 231166 INVOICE NAME City of Santa Ana ADDRESS 20 Civic Center Plaza CITYISTATEIZIP Santa Ana, CA 92702 CONTACT Ruben Castaneda EMAILADDRESS rcastaneda Santa-ana.or PRONEri 714)647-5621 P.O. it S PRODUCT NAME Public Service Panels 4 -Week Rate ester Bulletin Periotls 7 4.5 $ 475.00 $ 4 -Weak Period Total 3,325.00 $ 14,962.50 S - S S S - S IroduLon Charges I I Sales Tax an Pfaduclion 9.000% S AgencylAdveniser hereby contracts for Vie owdoor advenistng services desaibed above upon Me terms set fadh above AND ON PAGES 2 AND 3. v hieh Agencyl\dveniser hereby asknmdedges and confirms receipt o: by executing in the space provided belts, Contracts transmitted to Clear Channel Outdoor via tap machines or "cuoik matt no lobe baatW as original contracts This conlma l mustbs signed by bon, Agency or Advertiser and CCO to be etfatlWe. Agency: Advertiser: City of Santa Ana Signature: Signature: Name: Dale (Name: Date Clear Channel Outdoor, Inc New Renewal Takeover Product/ Class Number: Approved as to form _E'A �pfin M. Funk Assistant City Attorney Market Type: Attest Maria D. Huizar Cler26FQ rjil Recommended for Approval Fred Mousavipour Executive Director, Public Works M .411smn da. Clear Channel Outdoor CONTRACT FOR OUTDOOR ADVERTISING STANDARD TERMS I GEFNEO Tc4M$ As uran rn Vas COn!raa. n:eyelMma sM1]A Have Qa m^am ]a sar lwlL'baluv ,AQVM4[Ing Ma3vm'f NarlmEx-all PnnlN AtlfeNSleg Prhlxrai9 xd 6]I,M Adv3fas:ng rdilarlaly az e3_n 19 Z,S10In 56.UanA Can4 alga"[hnA mEan N!id'IsrLSngcampargn rlaardaEJN Ow iSth Cw c. COar 0".. mar r1.0"MiA uLICNCy C:aar Cnannal All aNM1cn3a]Cu31rmx3del1v sxlxad ADea, weer oiff lC 6pllal slrJ9f CNarChdnnfr Slalf rfeMC:eY [I`Yar21 DYV.10ol.ln: aCG13Wd184epera:IEn.ydN 4YCC33013 dIW ssgm aI.S C 111.4 II Oa!C SnNI Txall V2 Qal4WenLfleQ 891n9 Cwmrereem„+a Dara A InE �deryl"Ngn m11N9 $alar Ca9lsa CE[YAantiallnfemldUonzhsU maan ary ml«maUon filaW310 alasCOSNIC CvN,, ans:n94.,A .n .cb.e.0 An, and M prNrgrNgma4on IOr JvsCMNJet SmtraC'Sur m an A. appnugx 59e3fmM1ac!, d[aaa I«m3 mrd!aneilins anQ all "da eaprvszly NNAtfdrQharein, all as be Hire may be r V,W hdrn Lnre la limn 'LKlaSee her IlrAan Na a..c jN A, K, a9,, Yr Ccymp swvr[a ,—.A m rM $yb[ CCOvaCI 'DSNN pDaIS' Shr"mean Na detajil br Na QGlvarynlAJenN3uq VAKN,,3 a: icA bon In Pd SYea c.v, L vynvrt<Conlam'snan earn Bala arW 1nf«mabm raid; swPuadby «rn exmJp(meeaamrnar rum ar Sp0!!9 %Qr21'A9dlnef«bY9CIByms!ien SNm Lvnlnet' Nad mean 4fECenp3p /u AQv2r'vamg Uy enJ W lagan CINrL8an21 m9d Ula Cumam2r aworgmnn the lalms «Id cmclto,aprgre ca'maign. Sign ar'9gns' [nalmxn Aa vgnw 4gns Itlmbfladrn Jm SalOs C«trvl kr We placamentvl Ina aQVEr4smg lw lne Campmgn PAMENT 0 GVYIYrref LVp PSY4laUvprA'a(elll:B aet/ICES<averAi by ltai LMV3tl WJgSSO1. ... eryr.SNy ayeed A, to veit,. d If Clear Cnamel It AS axk W -d �11. r-1-- 1,—rn—.e�rr.- d. PASS ur e4=unm AWtaa WANFdlnlarestrmm The rlalad Na csevy at A per amVm ole at 12% « Va Ng"si roles --"ad Cy arytirabla lav, rMvrJlever m less. e IILYaIpTtftliipuL^r Y.y N3(g'a9 mbaeSany INru[ at anarlace,Cuslq adN[IIdCIClaar v Crrarvk+laia Cmils«:l rn ' e xi1ryn 1015ysNP.a imfcredatela. slating lhE lmpiw 3 RIGHTS, ODLIGATIONSANO OTHER AGREEMENTS OF THE PART IS Page 2of3 l TME3 Clxa1l'M1aN9al rayl payyl W -rimy pmpa,R laasa aaarh SEA Ip A, S,,aM Cuslonux anN ba rezlwnziNn loan all, iNSKM slab anU lual laaas In laspxcl al LtisG Irxl U CONTENT PROOUCTIONANOOELP/ERy A 1 PRINTED AN T+NORKANO PRCXCVW, IAaTEItUtS 320FC_F RCKANNU a GmrCWt I IFIAalik Na CimaVen,e,3/relaelurenew: artf aa�aNil 1maMaL SrtmCCFY llgd hyCmlCmaf Ipary mareq N mreaivp alavy tinN [Nceg N34+[m v(WSCwIrMI In srcn case. (l Glaar Cnam[I ala'a Cu�rlwr may lerminmp Ma Cwlmd 9na CraviWrvk"!.uat wmburse CuslCmd' NY Llapatl anv9wb mav'e Cy Cu9:una W CIurCUannY fu Ne unmpraa PeNrn Oi Ina Cmvaa end IM wlasa Clear Cllx M's re§vim or mlroval isa:!U Save mason Cuzlamdr N9alr ha sN,IIaJ 10(Ke'ryi (rye, Lkar Geq[Cla 9T ty4N [a Iry2 aCW111gn{an[213UIec5rLclmcs2aCO91i naeaasd(rlj [uurted .Ca,do,[farPlPtlwlet vf0dNivwYIOCIwr Clwnoal Of r[e Advstising IdalenNYAamuMu xlvb wasnm tlto cl.a, cd C SW tMfId. Atenay.d ngnsbrCba,v pm[<tlttCY. all apF[mee AYrxr_A, ,N j,lz. shallM C.I,S i[Ylarea YW marnl3mea drriinemrvvl urhi a2arfr[P3. rn afari,n-vola u,a nmrs OrInE $glas Lw!v90 a 3 ARCHP/AL MATIDUAL AND RIGHT TJ USE Cla« Channel may keep Adverbs gMareriala A' JA"'m CII«Dear Channal'A pvm mmmal p5a .a CUSumar aullwdiB3 Clexf Cha-alA a a «tl[vd« WMITAO err Oaar CANlArra S., Sry.!rtizrdaying Iha Campagn r«ClaarLWMaI'[ uSafmrutimlal, adveN9'[q IXpfaspatl'w sEBS P'vp43a3 viNtlianla_ pmlptlCUq NBnts vl(vr Ctmal 5 OSRUPTION OF PERFORMANCE. _0.$S OF USE a E Capt as Wlefxsa pralaaad hem A JCI. Cnam. rn Uc atMl,hl :-Sime, p/ tc Cvm'anN ld A Y Ina CUSICmar an] Iha mbarowxm uw cerm3 and ". s rn •ejar 9d by c.[,r.ar [m�rparazlnr apual mlw rN mnwEa!vla N P.rmR—Na"b 3e, $anraM OUpa^JrN msISrKNSanIy IrICMa]by CuSbnY•I 1p p..:lim and Jelrve,'p GIEar Cna.'f.,o.1A, / ] .G1verLsirq l.:aladLa harJrmUJrrvhidl vsrO ror WSPlap]Ds amrmCquknw yt Na KAA A![vx vla SNinIN $ItJla d11'e dsplaysm laser drm S:mfirgdl. aper tlmE apaunxdrn uce $a;as CanVYt alU KIND Il lllmlwucmvvrwi'a1aAOn bn STe� annual M ft ,e eal1N GmllaQ la ax rNUrs pmsCnMJ UY/ 25F-12 Nemlon (5,e) e. TERMINATION Page 3 of 3 a. Gear Channel may by p rYl 14 day& advance written notice to Customer, and it Customer fall. to cure SWr breaM pdarW amirat m of to 14 days, lems'nae Nle Contract(1) upon materiel breach by Customer (e,ecest for breach of Customer's odaudento d�finerAdvertlaing Materials W Clem Channel Sir (g) If any of the W be paid by Customer W acartlunml are peat due. Clear Cng documentation meati ohal set fart a aummary of Hated by breech and Clear ura Cn, Cls agrees of may up any Supporting documsnutlen as may this s Contract requesWd by Cusbmar. In addition. Clear Chenml may upon writlon matte W Customer terMnato thla Contract It Upon paytelMmylembong Manders here mat been retuned by Clem Channel on a baoro Ne dale regatmd herein. tiwn andel Nla aecllan (e), or unpeld, armed charges hereunder ehealmnedately became due and payees b. Customer may by pmvlding 14 cap advance When notice to Clew Channel, and If Clear Chemet fails W aua such breach pilar W esplraion of No 14 dap, teminale Ito Centrad upon molnar' breach by Clear Chamel. Customer's nates shall slot a Summary tithe alleged breach and Customer agrees W provide say wppaNrq documentation es may, be feasomblymquedad by Clew Channel. Upon such terminagon. Clew Channel Mall pay to Customw, es liquidated damages and nil as a Small and as Cue'amsr's sole and allusive remedy, a sum equal to Na actual nenmncelsble outrofyacket cosh neceavally Incurred by Custaner pear to the date of bermirwUon M production and delivery W Clear Channel of Na Advartlsing Metals. haraundafwhlch were net displayed e bsept as ehaxdeo wool In tits Contrast. neither party Stud be hada W Ne.%or party for lnddentel, Indlrec(mnseWeNlel or punitive damages or last pmfib. 7. INDEMNIFICATION AND HOLO HARMLESS Customer shall defend, hold harral and Indene fy Cf.wChannel, Its parents, acddlariesano eNlialea, and Netr respect. oMemo, timelm,employees, agents and do igrrees hen my alk ell date. stand. Muse. of seen. losses. 11MIRI.S, demands, damages, penalles, fines, costs and eapemea imduding, Whout llmilaton, tiny Inddanall. Indred, conseWu e, punitive or slasurery damages or lost profits to ahlyd party. arising from. connected With or totaled W g) Clear Chased's dlsplay of Customer's Adver4sng Maeda. and Dynamo Content, Including, Infringement in arty manner of any copyright, patent. trademark, trade Secret or other right of any the party, presentation wry maWds or information that Asian. tiny rev or mgulagon, or failure to Ind We my dsdaimerthel mey be requiredby eppliceblelews, aWtuloa, oMlrumes, rales end fegWvtime or (11) Cuslamef. products and serst... B. GENERAL a. It b ennead het he b. CdsWmar may not assign or transfer lW Congaed without first obtardng the written consent of Gear Iamell na is Clear Channel required to post insist or msntan any, material under his Cantrad for th benefd any person or unity cher Nan the Customer named In the Sales Contract. c. Customer agrees that It shat al We reasonable steps, at least subatanfiallyeoulwImt W the Steps It me to protect Its own proprieterylnfomention, So prevent dupllcallon or dsctusureof Confidentlel information of ear Channel alher than by or W its employees or craniaw must have eceess to such Cenfidentlal bmutlon to perfarm Customer's obligations herounder. d This Camcrml comadas Ne entity undonebanding between the pardea and, except as expressly provided rein, ramal be changed or terminal unless Sell agreed to Inw wrong and Signed by Customer and earChannel, Man More is any lncernsstenry ba"m Me Sales Cantrad and any adher toms of this muact Nen Me Sao. Centrad shell prWal. e. The not. of Clear Channel or Customer W enforce, any of Na provisions of Me Cmtmet Mall not be mtrued az a general rellrqulsurecl a welder of that or any enter prevision. I. NI notices hemundersh.n be Inviting, deemed given M he date of di.pwch, and atldressed la Customer mulls Contrad oral net affect the rennerdng provisions g. INSURANCE, CERTIFCATH OF INSURANCE Prlaluundertaking perfamanee ofwmk Lader Nla CmA4 Clear Channel shall Smart and Mal require Its e�6znhedoa, If my, W sblen and mantdn mnonmds general tabi4lyhawaxa providing fir Customer. Its -Mars. eripleyaas.piano, vsunlaers aaE represaGalos as addtlerul Nsurol(s) end cul lncade, butnet W tented to Kattegat against chles adding from bedfy and recent Including dash reading Ner6orm mW damage W RoWdR resiting from any xlaaecwanea ro�is^i �; �out of Claw Chaaufs opvrel'mu In Na pelt make d Nh AgRBlllenS NCnding, WIgIWt Wd�, alb�i..,.,,.y VBlllflBa. Th9 d1110YNb eflnW2MB 6hal bB natlBss Nan Nolo6wMg. sYgle Imit average apph'vg b bodM and persowllnfury, hxLdingdeahmsuing Such Naretr end Kopatydamega, WNe WW mroumol$2,ggg,Ogopaoeamanee, with SS,gggglg intla aggrapao. Inaraar Nall la) provNe far LLatonar, ilsegave, empbyeas, agah,voSmteers akmpresenotivae es ddglona Laurodsk (b) 6e, KkaaY alk mtmnYbutaryniN respectto InsmencauaedJmuxrim pngmmmahidmad by Cuahrrer; ono (c) cmtaln clakartl sepaatm snsueonwovlalons 25F-13 � Clear Channel Outdoor City of Santa Ana Proposal List Conlract/ShoWng: LAX9990055 Client PO/Contract It. Brand: Agency: Sales Office: Clear Channel Outdoor Account Manager So Cal Shelter House Campaign Stat August 14, 2017 Market LAX -All Southern California Transit Segment Start: August 14, 2017 Operator. Clear Channel Outdoor Segment End: December 17, 2017 Status: Offer Segment Duration: 18 Week(s) Media Type: Transit Shelters TARGET PROFILE: DMA - Los Angeles, CA Universe lB+yrs PANEL Location Desc. TABID Area III 1 001923 Edinger SS 18 BID Fairview FM/ -1 416937 Santa Ana Y 2 001927 Edinger NS 1 f W/O Standard FM -2 416943 Santa Ana Y 3 001965 Main ES ID N/O Edinger FM -2 594332 Santa Ana Y 4 001984 Sunflower NS III W/O Bristol #2 FM! -2 417031 Santa Ana Y 5 008928 Main ES 30ft SI010th FIS -1 594860 Santa Ana N 6 008929 Main ES 30fl SIO 10th FM -2 594861 Santa Ana N 7 008931 Main WS 30fl SIO 10th F/S-2 594863 Santa Ana Y Market Summary Scheduled No. Of Units 7 Avg Target lnMarket Impressions 1,080,005 Plan ln-Market Impressions 7,560,036 Last TAB audit: Last Audit 01101115 (310)755-7200 Page 1 of 1 25F-14 July 21, 2017 - 4:44PM CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY PURCHASING DIVISION 20 CIVIC CENTER PLAZA NI -IG P.O. BOX 1988 • SANTA ANA, CALIFORNIA 92702 REQUEST FOR EXCEPTION TO CONIPETITIVE BIDDING PROCESS Requests for exceptions to the competitive bidding process require detailed justification. This forst must accompany your requisition whenever an exception to the competitive bidding process is requested. Such a request should not be made unless supported by factual statements that will pass an independent audit. Failure to respond fully to any of the questions could result in delay or rejection of your request due to inadequate justification. The Buyer or F&MS Agency Administrative Services Manager will determine whether the justification is appropriate. 1. Describe the product or service you wish to procure. Use enough detail to clearly describe what you are procuring to someone not familiar with the process. Procuring services for implementation of bus shelter advertising media Service will include all materials and labor. 2. What are the unique performance factors of the requested product or service that cannot be met by another vendor? The City of Santa Ana has an exclusive agreement with Clear Channel Outdoor for the maintenance and advertising of all bus shelter, furniture and stops in the city. The City receives quarterly compensation from this agreement. This contract does not provide an ability to purchase advertising in bus shelters. Any advertising not purchased direct from Clem Channel would include a third party markup and therefore result in a higher cost to the City. I HEREBY CERTIFY THAT to the best of my knowledge, after having reviewed all pertinent information available to me at this time, the following vendor is the sole source of supply for the required product or service indicated REQUESTOR Zed Kekula, Sr. Civil Engineer DATE: 7 /31 /17 DEPT./DIV. HEAD:DATE: 7 / 3 I / 17 Edwin "William" alvez, P.E., City Engineer REQUISITION #: %Q 3 I 7TZ 25F-15 25F-16 11M„a�„• Exhibit 3 Clear Channel Outdoor CONTRACT FOR OUTDOOR ADVERTISING Page 1 of 3 July 25, 2017 d - CUSTOMER# INVOICE CUSTOMER 131186 INVOICE NANIE NAME City of Santa And ADDRESS ADDRESS 20 Civic Center Plaza CITY/STATE2IP CITY/STATEIZIP Santa Ana, CA 92702 CONTACT CONTACT Ruben Castaneda ENWL ADDRESS EMAIL rcastaneda santa-ana.or PHONE# (714) 647-5621 jFAx# PHONE # FAX” — P.O. # P.O. If ADVRTSR / PROD It's Up to All of Us PRODUCTNAME Public Service Market Name 1 Location Ilium No. OF No. Of Term In 9izo Face Rate Per Contract YIN Installations Panels 4 -Week Rate 4 -Week Total Poster Bulletin Periods Period Santa Ana Transit Shelter Panels g g$ 3.75 - $ 475.00 S 3,800.00 $ 14,250.00 5 - $ $ Display Commences: 017 S ace Amount $ 3,800.00 $ 14,250.00 Special Instructions! Additional Charges: Charges: Production Charges LAX99917051 Sales Tax on Production 9.000% $ -$ Installation and Materials production included. Total Production Washington Elementary School $ $ _ Extension Charges Extended Illumination Estimated Shipping Charges TOTAL INVOICE AMO T $ 3,800.00 $ 14,250.00 AgwscylAdvefrserhareby ¢nlac6 Tor lne owboor anvaNs•n s=rvkestl -rib 9 es a above upon N=terms sal foM above anri AND ON PAGES 2A>103. rrn¢h.9gency:AMertiser bherebyactnorAengasranfrmz rxeipl erby ezeam19 N Iha space Pm•rsiad belbn. Coneacts Iransmill d to Clear Chaanal0ultlno via lax madrmes of elecvnnir. mail are b be eealed as arigaal Caniraals.Tivs cenlmd must ba signed by bora Agmuy or ane CCD la be eRadrvs Agency: Advertiser. City of Santa Ana Signature: Signature: Noma: Dat Name: Date Clear Channel Outdoor, Inc. a' Contract No. File Name A/E (s) Name I No. Selling Branch Address New ILA House HS 11011 19320 Harborgate Way - Torrance, CA 90501 Renewal (310) 755-7272 Takeover Phone (310) 755-7200 F -At iv) 755-7353 Product I Class Number: Market Type: v Approved as to form Attest Recommended for Approval Z Po n M. Funk ssistant City Attorney Maria D. Huizar Clerk o2oeu: Page 2 of 3 ,M0 Clear Channel Outdoor CONTRACT FOR OUTDOOR ADVERTISING STANDARD TERMS I OEF!NEp TegMs Ai uaadm Jia Wnvxl lbeae:nmra sngl LLvr9lM meaonils saronM1 below 'AW Wood.. SWmnalY ina!rmaan all Pnntid AdrMiWrly?Aalaiab 3�0 piTwLVv+asmbldaleAals.az aacn Honot Alam nnA 'Ca Podar and'I mcyl ton aba..11 amp,1 daittilplin It. Solo, CWJsaU 'CG MW 1.-1 me.. VM.Arva ubleab EY Clear CFamel aM aNcratluul«nurs to aerre aIW uH Ouldapc lac aDeiavarx mq..24M;aMda:,ccm5ors arN Oar810an0fladas IM CommgrCappN Sora W Ira [:.tlllpa Jn rn Ind rymf¢rmaL 1, mlabb, to dr dsdasadto Co.., along tom on n trey va mcmli0d lmm anw to fin•¢. la M.tirusnare yl'/ a,encvdf hIYI�yaPnrCa n6mN m N9 sNea Conga. m P¢ J-Na).kr lnedrawery of AW¢rabnq kla;m01s as aat!Ynb In me Silas myn dM¢YNrrrl0mra11M beds zupOl:xdhy IXon Delyl101 NiCNlanla! e'IGIm r trrsc Nl«malcn. an Panora tl«TSIye.'aSing byaM WMexn GvxCM1arvlelaM N0 CYS10mx •ad be - d of gb Campaign. ad be tl!]n«tiynetlMnfedm NO $n@] Cmvay kr Nd plu¢meltl OIIM1B 3 PAYMENT a WsWm¢, 6ht11 paY>IddaaraR bl lnO SBMCaS Wv¢(ed ny lM5lMY5tl We5apVyrwSaealFaSSly ogmadlolnxIDlrq. ,b If Clcar CFamel M1as mlalW_E.11oa"Icon. G.CboddMlrj,fleddnr loema:J indwa. dalatlg+e vrvaica ala Faramrvmlala of l2'%. coact 3 RIGHTS. MUGATIONS AND OTHER AGREEMENTS OF THE VARTIES I I OF CUSTOMER a Duslpmar rxmazama vre warrmmrecr.ar rr.,...r... pl IINpCmo-vq Ne Ixnd utlo by an agency os Ulrying ]erica as Cusmrinr On palullof an adY9N3¢r. 60¢h 3Ra(1¢y y EuyiMJ5pfy1®r] 4aC:d IV mu0icd pavmOnls rniyb chi eY¢NII Ima b0xn paid by U+eadiaNza:TUBBgercy«paylo,arch? Mrabyagegm tome, bxnxlal-ANI, I. uJa sntl mWrxsl In anyej b". an ha¢a. day Pond, n , t e,, bfo haf C'bar by Ne adv-l;iser:upaymam w.dar W] CmboCl Ond aylNa Ibl to Maanypple5l W 9Y[h ¢4�m q Claa! Cn3m21 320F CLEAR CMN BIEL a. Clear Cnan'-I al its 6d!9 GsudWO may m)B:Iar reOKKaa /ay •arySee,Tmal=rrW.3rl or rsCY. vbMlletl Dl CYslomarl«any reasons, 'asM al airy'P,nn, Na lean Dllt65al1.1lm ix,vi fie(lrany ePAIJ.nllkhro body NY mdyIM@OitaIrya CMNpCa yG Cl eat Urnal Pvnllialmpnsq Cfi.banypwpzaablmn6ornelUy Cufimmar,,dnno,1 t%o to,bo Na Yne Cbs,pm;, batlna WnrdcTalaa lii) "'Cddlaso GaaCnavey's rd ardeI D!lld -swan gabs reaps. Cw Pet, Shah bab ad ,,, .1-1to rbi C. Cleo Wanre;a]Iva¢Nalto IsebC,nnorncaKgwbn eWmFWGal:asls Oxc¢Yaa,Py xiarMby CmbTer brGrvrh'm`.mmdddiexry;pClOal Cnairpol of Ihd SdraNZOy Gxanals Mraunier ♦Y.tib Stb,,ncto Cleo: b Eaujecl to CIv2! LWewf]nyll W rtnxr8 Wz;ad [cpY. alt apFrpr;d A1,Wvrlg Matenals 3nvll Le CobubCgrrra Wlal!N Md mnnlaugd Dy C19yCFarvovl Y:nsC.ls,9nenin¢ro,tivK¢verb Yre le.'rr:z OI Ne Sdbb tl G CIla CDdfnG'] ODllgo"P'.a Wrdm da' CMtaN ana It"I?d to and sobONiiyn w Ura lxml3 and O:OCiIlalO01 any arv'PKaOlal?ap6 and a;, on,, ay(3aTmlz. li[enaa] YN pv,lill ttlaJng;O any Signa sntl b appl M,1¢daral...,a am IOcm lata ana regplatMs 0 II.\hgrJSlllB Walabd13 aza4 �yd¢Mered.C.War Granavl mall mmd:bpOstirN Ol yirlyl inaNll¢gn OIN¢65plays nb Ialarltw S;.a ing 03/.a y;erlM biapL y0al? svxupayn Ul¢ 3al¢s C¢nL'aa aOA vice,rw billingen In¢dore � yy u entry mNayaa. ce,• o Ferncmdirvlvanna in•....a;..•...ar..a.. r......, ....... _ _... _. Illurnnalon' EKTENT J by UrA.1 35]TA.[ES ClxarCM1anrnl6Fagpry ylpwwralpmperry5aa6s annbYWtlalo Ne5i5nS and Cu Ianer iM1all D¢la6panYltlofMan oYy+S led<ry ala;3 aM lec'd;axaBmsasPdcl of JYaCm;ra[r d CONTENT PRODUCTION AND ODUtdERY a lal¢REDTRNJONKtiIID PgV%ICTIOtL\IdTEFI?LS <] ARCH1VAL&ATEIALAND RIGHTTO USE Chir Cnanmlmay kelp AdHmSlrg Faa!nials n uaa,ma m (« GdarcDaMaa PeN BrdYaypraWsti. epMomef aYumaae]a¢dr Wame mNaa a pdraanprogyapn DaplavCnannarssrgnal Elgns2zpayinvbe WmpyM a«Gea CMmaYs uTurpliryrLl, BdvertsulaDpfpbipapLve LNea puWsas valN!$¢nlS, prOanecWetlienta 0!(Br 611en15 b DISRUPTION OF PERFORk"NCE LOSS OF USE 25F-18 (Version 0.0) e.TOIMINATION Page 3 of 3 e. Clear Channel may by proddlnB 14 days advanw mitten notice to Customer, and if Customer falls to aro wrhbreech prior to expiration of the 14 days, laminate this Carried (1) upon materiel breach by Custamer (except for breach of CuAonreda obligation to deliverAdveNsing Materials b Clear Channel) or (2) If my modesbbagoldby Customerto ClearG eiarepastdue. Clear Channel's notice shall satioM a summary of Ma alleged breach and Clear Channel agrees to provide any suppomm; calumniation as may be reawmbdy requested by Cgatomof. In addition, Clear Channel may upon written notice to Customer terminate We Contract IfAdverialm Matsnds have net been recelved by Clear Channal on a before the data required herein, Upon any termini under thle sodfon (a), all urlpoid, acwed charges hereunder shall immse lately become due and payable. b. Customer may by providing 14 days aEvmse artttan radicals Clear Chemet, and IlCloar Channel oils to cure wen breach prlorto woration of the 14 day., lemiMb this Contract upon materiel breach by Cher Chemld. Customers ntice had? et fob a were my or the alleged beach and Customer agneas to provide any suppoNng dowmentatlan as may be ressmabty requested by Clesr Charml. Upenauchlemmnellon,Clear Che i shah pay to Cmtomer, as liquidated damages and not as a penalty, and as Custwnar'a sole an exclusive remedy, a sum equal to the aural non<amtoble cutor-po t costs necessarily Inured by Customer prior to the date of term ilmon fru production anal deliveryto Our Chxmel of Re AdmNalng Matelots hereunder Mich were net cisplayed. c. Fxcept as oNwvdeo speared In this Contract, neither parry Mall be liable to the other party for Inddenial, Reflect, comequsNlal or punitlea damages or bel profile. 7. INDEMNIFICATION AND N011q WMIEaa Customer shall defend, hold harrrgeas and Inclemently Clear CheMd, Its pararas, eubeldlarles and affiliates and weir reapediveoRears dlredom, employees, agents and deslgnen from an, arta all calms, sellers, causes d action, toase; llabi ffes, demands. damages, penalties, fres, was and eagrenses Including, WMout limilegon. any Inddeniel. Indirect, wnseyvential, punitive or statutory damages or lost profits to a WN party, arising from, eonneeted WIN or related (a g) Clear Chamd's display of Cualome's Advertising charades and Cymmlc Content Including, IMringamenl In wry reamer of any copyright patent, hedermak too...rust or other dghl of any Unit party, presenledion of any material wlrdomadion that deletes amy I" or mgulatlon, or (allure to Include My disdelmer Net are, be required by appgcable loves stegtas, oMnances, rules and regulation ar (Ip Customers products and earvices P][HyaadV moat have and a. The failure of Clear Channel or Customer to enforce any of Ina arodsions of Ws Contract shell not be construed as a general rellnauishni orweiver of That or env other pro f0m. g. The Invalidity or unenralroubllly, of any porton of this Contract shall nt ailed the remaiNng prodslons herecl. R. INSURANCE, CERTIFICATES U INSURANCE Rion b urdadakhg pedamalca devb aider Mils Contrast, Claw Channel shell mdrW and shall require its slRostradars. Rany, b obtain and maltan commercial general latiff"Wa e, xMikoimg for Customer, Its craa4 anpiares; aparts, vclunleere antl representica ss as admlbn it Inawed(a) ad Mair hurtle, but not be united to prabd'mr a9 moat cUlm s aleing frau badly and p¢rtonal hNY. I^dudlrg d soli ruutt'rg brerofran aria a anotia b.AgmernitreaRom anyacl wwartwxe aldngniaf Clew Thannere opemtwshethel be not es, TIa lau nt x simple YnRlod Rllilation, app 3b0 easily M perA Th. BmWlllaaf RWIIanm UB9E0 not 1044 Mantis ertyda¢single Me co-aaagad0112g1 = pan AM personal egrogIhereRom, see property damage, In Raeclat awvadgg,W0.000per w4urtcnco, With $6,000,000 ill dire rgragalo. Such hauarm Mog(a) podia for Cusbxner, RSORxars, arybyae; agent; wNnteereardreprasen!agvas e9 adtlllbnal N sued(a); (6J ba pdmay and not wntrdsday uiR reaped b Ineuw,aa ar aeLlrewma Irogans mohlalned by Cumaner, anJ(c)mnrah dardad mpaarond hsaetlsproddona 25F-19 City of Santa Ana ConracVShowing: LAX9990051 Client PO/Conhacthk Clear Channel Outdoor Brand: Offer Agency: Transit Shelters Sales Once: Clear Channel Outdoor Account Manager. So Cal Shelter House Campaign Start: August 14, 2017 Market LAX-Ati Southern California Transit Operator. Clear Channel Outdoor Status: Offer Media Type: Transit Shelters TARGET PROFILE: DMA- Los Angeles, CA Universe 18+ yrs Clear Channel Outdoor Segment Start: August 14, 2017 Segment End: November2S, 2017 Segment Duration: 15 Week(s) Proposal List PANEL Location Bass. TAB ID Area III 1 001967 Main WS In SIO Columbine FM -1 2 001980 Sunflower NS IN W/O Greenville FIE -1 3 001993 Tusfin WS 10011 SIO 17th FIN -1 4 002008 Warner SS Ift EIO Such FIE -2 5 008406 Warner SS 1008 ED Fairview F/E-2 6 008411 Bristol ES 100ft N/O Hemlock F/S-1 7 0OB415 Main WS 100ft SIO Town B Country FIN -1 8 008417 Main WS 100ft N/0 Washington FIN -1 Last TAB audit: Last Audit 01101115 (310)755-7200 416999 Santa Ana Y 417022 Santa Ana Y 594334 Santa Ana Y 417062 Santa Ana Y 594677 Santa Ana Y 594682 Santa Ana Y 594686 Santa Ana Y 594688 Santa Ana N Market Summary Scheduled No. Of Units 8 Avg Target In -Market Impressions 1,131,868 Plan In -Marked Impressions 9,054,945 Page 1 of 1 25F-20 July 21, 2017 - 4:40PM CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY PURCHASING DIVISION 20 CIVIC CENTER PLAZA NI-16 P.O. BOX 1998 - SANTA ANA, CALIFORNIA 92702 REQUEST FOR EXCEPTION TO COMPETITIVE BIDDING PROCESS Requests for exceptions to the competitive bidding process require detailed justification. This form must accompany your requisition whenever an exception to the competitive bidding process is requested. Such a request should not be made unless supported by factual statements that will pass an independent audit. Failure to respond fully to any of the questions could result in delay or rejection of your request clue to inadequate justification. The Buyer or F&MS Agency Administrative Services Manager will determine whether the justification is appropriate. 1. Describe the product or service you wish to procure. Use enough detail to clearly describe what you are procuring to someone not familiar with the process. Procuring services for implementation of bus shelter advertising media Service will include all materials and labor. 2. What are the unique performance factors of the requested product or service that cannot be met by another vendor? The City of Santa Ana has an exclusive agreement with Clear Channel Outdoor for the maintenance and advertising of all bits shelter, furniture and stops in the city. The City receives quarterly compensation from this agreement. This contract does not provide an ability to purchase advertising in bus shelters. Any advertising not purchased direct from Clear Channel would include a third party markup and therefore result in a higher cost to the City. I HEREBY CERTIFY THAT to the best of my knowledge, after having reviewed all pertinent information available to me at this time, the following vendor is the sole source of supply for the required product or service indicated REQUESTOR Zed kckula, Sr. Civil Engineer DEPT.IDIV. HEAD: Edwin "William" alvez. P.E., City Engineer REQUISITION #: VC -0 31-7q2 25F-21 DATE: 7 /31 /l7 DATE: —74 31 / 17 25F-22 Exhibit 4 Clear Channel Outdoor CONTRACT FOR OUTDOOR ADVERTISING # VIN Installations ma Shelter Panels 5 Special Instructions[ Additional Charges: LAX9990058 Installation and Materials production included. Monte Vista.Elementary School l:, Page 1 of 1 July 25, 2017 CUSTOMER# o . r -' 231166 INVOICE NAME City of Santa Ana ADDRESS 20 Civic Center Plaza CITYISTATE/ZIP Santa Ana, CA 92702 CONTACT Ruben Castaneda EMAILADDRESS rcastaneda(ov)santa-ana.orq aHOHE # 714) 647-5621 IFAX# P.O. PRODUCT NAME Public Service r' Total Production 5 - s .kjencylPdvanisarharcby mn!tatls fcr tha ou!doar ativadisag serrices dasmbed aMve upon!he bons sal loNi abeva APIO ON PAGES Z Ai10 a, v,har AgancylAtlrertisar hareby acknovAedge5 and wrannis ba:R'DI of by weCu!mg in We space ina-Mod be1wa Coolfec!s !ran9nined la Clear Chlnnxl Outdoor vla fax rudfb ne3 Or 2!acVon C --I are!u be 1,OXed as Otianal c.W.Ota.Tlm Canlraq mus! be signatl by bell, Agency or Adverdsa and CCO to be eaadbve r ncy:Advertiser: City of Santa Ana nalure: Signture: e: Date Name' Dale Clear Channel Outdoor. Inc Signature: Name: Greg McGrath Date o - Contract No. File Name AIE (s) Name / No. Selling Branch Address New ILA House HS 11011 19320 Harborgate Way -Torrance, CA 90501 Renewal (310) 755-7272 Takeover Phone(310)755-7200 Fax(310)755-7353 Product/Class Number: Markel Type: Approved as to form &fin M. Funk Assistant City Attorney Attest Marian no ie� diva Clerk � Recommended for Approval Fred Mousavipour Executive Director, Public Works Terra In Size Face Rate Per Contract 4 -Week Rate 4 -Week Total Periods Period 6.25 $ 475.00 S 2,375.00 $ 14,843.75 S - r' Total Production 5 - s .kjencylPdvanisarharcby mn!tatls fcr tha ou!doar ativadisag serrices dasmbed aMve upon!he bons sal loNi abeva APIO ON PAGES Z Ai10 a, v,har AgancylAtlrertisar hareby acknovAedge5 and wrannis ba:R'DI of by weCu!mg in We space ina-Mod be1wa Coolfec!s !ran9nined la Clear Chlnnxl Outdoor vla fax rudfb ne3 Or 2!acVon C --I are!u be 1,OXed as Otianal c.W.Ota.Tlm Canlraq mus! be signatl by bell, Agency or Adverdsa and CCO to be eaadbve r ncy:Advertiser: City of Santa Ana nalure: Signture: e: Date Name' Dale Clear Channel Outdoor. Inc Signature: Name: Greg McGrath Date o - Contract No. File Name AIE (s) Name / No. Selling Branch Address New ILA House HS 11011 19320 Harborgate Way -Torrance, CA 90501 Renewal (310) 755-7272 Takeover Phone(310)755-7200 Fax(310)755-7353 Product/Class Number: Markel Type: Approved as to form &fin M. Funk Assistant City Attorney Attest Marian no ie� diva Clerk � Recommended for Approval Fred Mousavipour Executive Director, Public Works ,egmmr ax. Page 2 of 3 Clear Channel Outdoor CONTRACT FOR OUTDOOR ADVERTISING STANDARD TERMS I OEF:NEp TERN$ as usad�n Unv Gn:Mcl Umse letmi SM1aII Ps'rp dmmeannga gel tonM1 balwv 'Taverop;rg Ma ag.l-Naa,ngs A Pt•nled ievar119n0MmenNs -d T3'al NJw_my!ngfvlayaWs, a3 seen :s eptneb m S±,e.4 Lemwagri Nanmpm Ne aaervsyeampaigndmvipad in Pa Ssez Cuamq CCP,Ald stall npan Na'.1da+eWb_ad by Clem Cnannal and amwaed ctntg lIB]erve a:W dal. 0ynanec Co Alen[ m Ggell s�yu 'Sea CbnrnN'NWI Rpm Clem Clw,nel PdlJwr.lpv aOelaw,iy wpPa:rcn armll aaawr3Py and vggll neem^_m bam SaInc' mmlrlrcan Ne Cale+bengnsaas c9cg+@+lercm✓m Jala rima pampmun In I60 Ealestanvat 'CorndmuailNPmMUorl Mmg mzm ary; Mmation rglally mPf eaamaim euslwrer arm�n0 hnm arm C.+inn •rnNg.agIh. p+grg iNele,Cerm Nis Cpinact. rgf1gdW had, 1 , aepeaage$alesC,a,l,I It latms all ed 'glens vW all gmdelings 9vWe9]ly relmaelpn.1 alms Na soma may be mGUifipd hum ip. m U. Tg5lgq 'sM1aA+man Na Nveluxer vm v:y agencyar buyiry Smmca named m Na a.. Ccnlx. MUary Dalg' IFdlmBan bvdalpl6l MIM1i deliver/gf Aa,gM:,, Me egas 193al kdnm ma $ales cmua�a 'L1•m mCanlenf an ompan daW yHmtarmauan fgalsswgmlbym pl CenanmNa Cusmmm vBM as ]pOM1a sialas.µ?3Naf CrbM[rIVWg+aygn. -$algz CnnVatl'sM137 mean Na Cvescl (w AdvOysly py y+J ba;'nean CRar Glenna[ bid Ne CValcmer sx!gnyblb Ips le+ms altl �re10ans P1 Ng CempaOn. ,n dlna 5;gni snzl^zan me uyn a sy+] amnnealn Inesales ea+haa rcr Na plaGemnnl of ma 2 PAWENT a LBsmmx sRTu peyin.aAraree ler Nz servmes wvered py lnu CmmUr:Nzv oNansl3eaYCrassry agrzedmlp vMdam p MusOmer,gagr_•mpl aldl «c6lwMgglhs Cogntaggaggentpale m Wrl so hnammawal] WINa'IngW¢lo'Cu3lomn nl Na e+aLdlaMrvss aelrgnnmlM1e $alai Cmu PamnNy aderas3p'BYieadbJll"'daprUagaggl nGnceseam30 W" date c Payrrena by CB3lgrtwrM ami4uandmeepa2uWeria MP'Mlnin]p dayaWme dam pf Ne ed. M31 rive aeewnM soon Eaalagedlnlxra5l rromlM salad Ne vrvyca al apxr vmlvnrale of 12:. ' IM1a N9Ma1210 aeo-nM py a{pli;aCla law, uldw+averla less B IICu31w11¢fdSCYl^S YrY fIKme3wmLcef anrnnnrt m..�...:.�r......_...... ........... .. az ¢GUM1Ga913 3 RIGHTS. OROGpTIONSAND OTHER AGREEMENTS OF THE PARTIES 31 OFCUSTOMER a Lusmnvr mprPz=.rrta a:W xartaMs bCya/CM1a+mN Naf 111 dL a114m:s aerew.dpr, db olCrrstamafs pCEuch all xrvicaypdremSirg Ma1N1a1sarm, go, eAem applkaMa, m DP+arart C. dacNm99n Br 9g+6. LmllrnmplY'alln allaFWif-gL•Ia kdamL 131 H) +I NISGmpa¢la emmgd inro by gnagewygr drying aer:icaa6 Cuzlamaran pabilof an adM_lyiaef, lId t ag?ne,, IX GVpMJ 6erMa I911ap 21y InYPICa Hg)`gg la daldN art6n1 it has plan paid by N? War4eef. TM1e a,,, N Welt, 6¢niCP ae,l, Rg,a,,s mQab G,ae..... Ct;N 6gnl6. EJa all r lxmztin my dAg, it may hargele, hive II6 the evBnl B(a pdn%NpIC(py Y.e oris' 1115erfmpaymPnl Andel Via CunUdm all agra9aa'd Ib Mz mryprote:l to a+kn aegl of elgel(Se mN S l OF CLEAR CHANHEL a Gv`af Clwmal. x1116 oris G'aGPllVn mayf!jad gr ramp's ary VEtIXliSirgma!enal, allw cofV. m3nmae ny Crlal �rrgraryraa:Pn moa yaycn Stall lima daring Naleln oflMs CgnUan In imn caza. pl Sax CNnnW mux Cns:wxr may tg�mnela Ilii CwNad arm Gaar Cbamal µJI'lalmtmnu C Ismer dny prepaid dmCWs mala by Cus'umpftg CleaTnal•nsllw!Fe m+agfr33parGm Bf Aha L Igife edR ele"szte"ge a. ar 1Rryxlmn Prramoerdi WSooErSazan, ka ar shill ba enuona gn r,rHd b Qi Clear kgp, a slm ec al l0 Nn anealnon+ancEaula cu<IpC<teleCSlsnacassamy wx1Y6Ba py Cu6lome! kfplpA:GbCnhledelivery'y Clam G+aVnel CFIM nayaNvnp fAatPnJlib9murniar ltiJ+vny nm Pdpldyed w YCl$Ala¢I IV CIpde CRarYsl'4@Jnlb R.rrIDva ppi'ad[CPY. ]1131+Frn•(d AireNsuS•yla1CIWI6. 6M1dllaa ed, plslal:Mand mmnla:nay0y CyarCl•drmal Vrlla designee N aeCraaMeraln VR [emu C(Ing S]I¢5 eg'.a r DctmaClm msrinau. - rms and Igraam<ntz.l¢erues aAp'miN.pb.ry m anY Slgm ane Nagar I,CIaar ClugnJ slulLp-gLVa •yaytiny w vinybnslallvvan mtl di 5p1.1y Bala sP9Gfi ad m Na'yaks C T14aa1 anU EXTENT PERWTED W IpW CLEAR CXAHItEl. MieE$ NO-=RRAPTIES OFANY ES IMPLIED OR STAMTORY,ASGUT YHE aERVILE$ CSCRIEED lel TdISCO61TPSCi US ALL NPARRAfMS CF MGRCHMMASILIT'/ OR FITM1£SS FOR A PAR VCUV+R US' JJ TAPES Gear Clvm+al Nall pay all pclsaW Pr patly [alga abnbwaba ro 2e c;gny arm Cg6bner 5h. to mypnsiNn w al ogler IMerdl. Male dM Iwdl lar5a m reaCe[t g"l,aCw.1M 9 CG:IIENT PRODUCTON ANO DELP/ERY a 1 PalaTED TRMORKAND PRJWCTIWI MATERIALS Ca 5x1 CTry'ay i¢I Cf 1agan5i,tAg, m rm da.tta U., xa14n1aWrL0 NIfJ Mnleieb. Gei c.g.. ad Ne�nLarN FA-0aY Wrotl. 43 ARCHNALMATERWLANDQGHTTOUEE Clear Cnannalmay keeppdvemvy0.la!vmis asndxems 11 lwClear Clmnnel'a wM arc^rvEpuryasaa Cuzbmeramlmfi39a GearCTamN mase a PIUua nPl+alog'apnnl Clea'CM1annNi$iSnm SM:x tlivgapng;n0 Campagn fv CMar GemM; pmlFNimul, advemaa+gmPrasFga4ra SJgpmppzaa salnaranbrMoipBclira almdz Prmr vdama 9 DI$F.UPMI OF PERFOFIAANCE LOSS OF USE 25F-24 (Veralon 0.8) O. TERMINATION Page 3 of 3 a. Clear Channel may by providing 14 days adv insevelften notice W Customer, and if Customer falls W are such breach priore expratlanof me 14 days, temperate this Canaed(1) upon material breech by Customer (exceptI be paid of Customers ClexcoWdelver AtiveNel. law Cipb WClow Chanm�ar forth any orthlea b be peed by welClow Customer C Channel me pad rimy Clearl scourmtice shall sea forth o wmnswy re questedballeged breech ern Clear Channel agrees W provide any rUstsuppsales, to Custom r ea may be reasonably Concept requested Customep In addition, Clear Channel may Ch nvdgm moa W the data ar quMnde rola DmbnG IfAMeprimm Mateder havens been received by Clear Channel anorbeforemedateeddred becalm. due may Wrrcdnetlon arrive this section (e), dlunpald, accrued Nerpeahveundw sheA Immediately become due end payatle. b. Customer may by pravldim 14 days advance written notice to ClearChannel, and IfGaw Channel fells W arae such breech Fronts lophadon citrus 14 done, (eminate Ws Canaed upon material breach by Claw Chapel Customer. natio shall set forth a summary who alleged breach and Customer agrees W provide any wispamng docuMoMe nas may temusical requested by dear Charnel. Uponsudmtomimidin,dear Chaand shall popes Customer, v IlgWdated damages and mol as a pamwly, aid ore Cuslamere ¢ole end mdudve remedy, a cum equal to na educt nwleanceland oubery to Cla costs moassarilo lncwmd by Customer prior W me rids ve re not tip for production and tlelivery to CleerChannel of me Advedsing Mehidd¢ pt aundherrefle were ad In N Gco e Excepteaeential an spa dInew Cored, neither portlyahem ba liable to dire other parry far IncldanW, Intllrecl wnsequentld or punitive damages or loalprollla. 7. INDEMNIFICATION AND III NARMIESS Customer shall defend. hold Karl... and Indemnify Clear Channel, Its parems, mbsidlarle ,and all and their reapecdve oMc.m. diredms, er4byaes, agents and dedgmes horn amry and all claims, adiom, ceases d anion, losses, Millet, demands. damages, penalties, fines, costs and separate including, wlmout IIMUCon, pay, Incidental, indirect, ansecuent d. purl or mI damages orlost profits to a Wrtl pony, was, ham, connected vim or related to (1) Gaar Chamrs display of Customers AtiveNelng Materials and DyncrNc Content, Including, InMngement or any manner of my copydghl, pattnl trademark, trade secret mother right of am Wad pady, paearawa on or any material or Infornei Hist titillates army leve or regulation, or failure to Include any, disdalmmthat may lot raWlied by well II failures, ordmmes, rules and tegulationscr (I'g Customers products and sellae B. GENERAL BMIM The panes hereto Imvawarywalve my and all mgr s to ding 1. the ConUed load without first obta nIng Me "Man consent of Clear stall or maintain any mdedal under this Cantrad for the bmefl mad in Mo Solas ConrraW. aaonabl0 steps, at bad substantially equivalent to the ships It prevent dupical or disclosure of COMdentlal Infomellm of r agents who tad have e'seas W such ConldeMlal eunder. Ing between to pandas and, exrept as espreasly provided spressly agreed to In lel and signed by Customer and between the Sales Central and aid other toms ofrola enforce any of Me provisions argue Contract shall ml be if that or any other provision. mad given m to rials of dispatch, and addressed to Customer g. The Invapdty orumnfcircow llyof any target aides Contract shop net ofedma number, ber, pmvlalons hereof. g. INSUFANCE, CERTIFICATES OF INSURANCE Pder to undertaking pafammes of vimk urderthla Coal Clow Chapel shrill maintain and shag will Its ebemkaat,xs, Warty, Is obtain and madam co rmordd 91 111 Nwpnce Frail for Custom., Is elks., capture, again, volunbers ad repraooNoMee ea additional local and Md but rot be local Is pmteeen agalnol chide adding how bocW aid personal ll coal death mwdmg thrstoe and damage bpropaly,msupng Aamwy Ww wrenmedsl mtot Clam Chamera eparagmsin Me porWmalco o! gY9 AgedMnl IIICYdblg, NiMoulbmT.staq BarBWWlvtrg WMEBe. T19 aOYllladllL9lRa CB 6hBI11B MIB% then tin folbWug. shgb Gmllcovaaye appyyNgb body/ and pwsonel Infury, bdudmgdeathreaugng uwrafmn, and pro" damage, In the lolxl wenda1$2000,000 per otaumlma, vnM$5,000,000 In Ne aggtegda, sun Imuuares shat(a)proydefa CuT.aw, AsoMcas, empby.ea, agonal Waricas mdrepresantaluae toddillord InsumW(s},@) ba prepay and natanlbutdryaith mspeclb N.unncem¢eNnsura� magranmme4ddr,etl tY Cusb w,;(c)oonlalneladadapaa0oneflmmdsproNslona 25F-25 Clear Channel Outdoor City of Santa Ana Proposal List ContrectiShoWng: LAX9990058 Client POIContracttt: Brand: Agency: Sales Office: Clear Channel Outdoor Account Manager. So Cal Shelter House Campaign Start August 14, 2017 Market: LAX -All Southern California Transit Segment Start: August 14, 2017 Operator: Clear Channel Outdoor Segment End: February 04, 2018 Status: Offer Segment Duration: 25 Week(s) Media Type: Transit Shelters TARGET PROFILE: DMA- Los Angeles, CA Universe 18- yrs PANEL Location Deco. TABID Area III 1 003381 Bristol St ES 1008 N/O Sege strum Av F/S-1 30478950 Santa Ana Y 2 003387 Fairview St WS 1008 S/O MacArthur Blvd FIN -1 418610 Santa Ana Y 3 004249 Fairview St ES 100ft TO McFadden Av FIN -2 419508 Santa Ana Y 4 004829 Fairview St WS 1008 NO EdingerAv FIN -1 420281 Santa Ana Y 5 004830 Fairview Sl WS 100h N/O EdingerAv F/S-2 420282 Santa Ana Y Market Summary Scheduled No. Of Units 5 Avg Target ln-Market Impressions 2,236,540 Plan IrvMarket Impressions 11,182,700 Last TAB audit: Last Audit 01/01115 (310)755.7200 Page 1 of 1 25F-26 July 21,2017- 4:52PM CITY OF SANTA ANA . ` FINANCE & MANAGEMENT SERVICES AGENCY t PURCHASING DIVISION �'.. 20 CIVIC CENTER PLAZA NI -IG P.O, BOX 1988 • SANTA ANA, CALIFORNIA 92702 REQUEST FOR EXCEPTION TO COMPETITIVE BIDDING PROCESS Requests for exceptions to the competitive bidding process require detailed justification. This form must accompany your requisition whenever an exception to the competitive bidding process is requested. Such a request should not be made unless supported by factual statements that will pass an independent audit. Failure to respond fully to any of the questions could result in delay or rejection of your request due to inadequate justification. The Buyer or F&MS Agency Administrative Services Manager will determine whether thejustitication is appropriate. 1. Describe the product or service you wish to procure. Use enough detail to clearly describe what you are procuring to someone not familiar with the process. Procuring services for implementation of bus shelter advertising media Service will include all materials and labor. 2. What are the unique performance factors of the requested product or service that cannot be met by another vendor? The City of Santa Ana has an exclusive agreement with Clear Channel Outdoor for the maintenance and advertising of all bus shelter, furniture and stops in the city. The City receives quarterly compensation from this agreement. This contract does not provide an ability to purchase advertising in bus shelters. Any advertising not purchased direct from Clear Channel would include a third party markup and therefore result in a higher cost to the City. I HEREBY CERTIFY THAT to the best of my knowledge, after having reviewed all pertinent information available to me at this time, the following vendor is the sole source of supply for the required product or service indicated REQUESTOR Zed Kekula, Sr. Civil Engineer DEPT./DIV. HEAD,• Edwin "William" Galvez, P.E., City Engineer REQUISITION #: (2F& 3i -IC) I 25F-27 DATE: 7 /31 /17 DATE: 7 01117 25F-28 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: APPROVE PURCHASE AGREEMENT FOR REAL PROPERTY ACQUISITION FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 116741, NON - GENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G & 3,2C) ER RECOMMENDED ACTION Authorize the City Manager and Clerk real property acquisition, temporary property owner listed below, subject to and City Attorney: CLERK OF COUNCIL USE ONLY: APPROVED [IAs Recommended L]As Amended ElOrdinance on 1 m Reading ElOrdinance on 2ntl Reading [IImplementing Resolution E]Set Public Hearing For CONTINUED TO FILE NUMBER of the Council to execute a Purchase Agreement for the construction easement, and goodwill (if any) with the nonsubstantive changes approved by the City Manager No. Property Owner Property commonly Acquisition Amount known as / location Type 1 AU Zone Santa Ana, LLC 2120-2130 South Bristol Street partial $98,999 (APN 408-471-17) DISCUSSION Bristol Street is a north -south transportation facility 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 adding bike lanes. The City 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 2018, and construction is anticipated to begin in summer 2018. This partial acquisition is necessary to accommodate the Bristol Street improvements and widening for Phase 4 (Exhibit 1). The purchase offer was determined based on appraised values prepared by a California State licensed appraiser and was accepted by the property owner. The compensation amount is listed above and is shown in the attached agreement (Exhibit 2). 25G-1 Purchase Agreement for Real Property Acquisition Bristol Street Improvements Phase 4 October 3, 2017 Page 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). 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 in the amount of $98,999 are available in the Bristol Street Improvements Project (No. 116741) for expenditure in FY 2017-2018 in the Measure M2 Street Construction Fund (Account No. 03217663-66100), subject to nonsubstantive changes. Fr d Mousavipour Executive Director Public Works Agency FM/EWG/JG/ST Exhibits: 1. Location Map 2. Agreement for APN 408-471-17 APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25G-2 MATCHLINE SEE BELOW RIGHT I I f i I I 1 408.338.17 I I I I ST GERTRUDE PL —r ------T I 1408471.011 I 408471-17W ! '016194-23:1 —1 ! 0Co -4 15-1943-•--- ! 4-----t---• 4 i � ,'015-194.2%, i Cf) I � F lIm4 — I ;o1619a3q , 1 409471-06 i �----- I ---- i WARNER AVENUE i --SOJECi PP.OPENT� -LCOt4BEC PP.OPERTIES � 1 ST ANDREW PL _..T_..T_--T--T•N i 0";�.,,7--- T---r- r�+ +. ;v C CARLTON PL T --- ._,MIMI W W f , cA GLENWOOD PL J p T I i I to -cc I I I CAMDEN PL T""T__7;-A i i ✓��� i i i : �" or••r--r""r-•" �ST ANNE PL EXHIBff 1 MATCHLINE SEE TOP LEFT SANTA ANA PURCHASE AGREEMENT FOR CRY COUNCIL— BRISTOL STREET IMPROVEMENTS AGENDA DATE: PHASE 4 (PROJECT NO. 116741 OCTOBER3,2017 NONGENERAL FUND) weuc TORY.S APING (Strategic Plan No. 6, 1, G1 and 3, Z CJ 25G-3 PAGE 1 OF 1 25G-4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA" or "Agreement"), entered into on , 2017, 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 AU-ZONE_SANTA=ANA,-LLC, a California limited liability company (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, the approximately 258 square foot area in that certain real property (hereinafter "Said Real Property" or "Property") legally described as follows: SEE EXHIBIT "A" — Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as: a portion of 2120-2130 S. Bristol Street,. Santa Ana, CA 92704) (APN#: 408 -471717) -- 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 Seiler. Seller agrees to convey Said Real Property to City, by Grant Deed (in the format of Exhibit E attached hereto), 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 othenNise 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 Seventy -Five Thousand and no/100 Dollars ($75,000.00) 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 Purchase and SaLcs AgrxmanL- AL I ZONL Ver. 20170727 EXHIBIT 2 25G-5 any other rights which may accrue to City by reason of the failure of Bailor 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 of 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. 6. Prooerty 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, fixtures & equipment (improvements pertaining to the realty), goodwill (If any), and severance damages, the total sum of Ninety -Eight Thousand, Nine Hundred Ninety -Nine and no/100 Doll ars-($98,999.00), derived as shown in Exhibit "C"- Fair Market L Y' Pin•chascand SalcsAgruemcn(-AUZONE Vu. 20170727 25G-6 Value of the. Property. 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 (In the format of Exhibit E attached hereto) 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. a. No later than three (3) days after close of escrow, Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from Said Real Property, and shall leave Said Real Property in a broom swept condition. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at Said Real Property as of three days after close of escrow shall be deemed abandoned by Seiler on that date, unless a prior written agreement has been made with the City or its representatives. b. If Seller does not vacate said Real Property by the above stated date, the Seiler agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of Said Real Property in favor of the City. Seiler waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by three (3) days after close of escrow. 8. Holdover Seller. At the sole discretion of the City, the City may allow the Seller to stay beyond the three days after the close of escrow as stated in Section 7a. In doing so, the Seller will become a Holdover Seller, and will be required to sign an interim rental agreement Said rental agreement will provide the rental rate and terms of the lease. If the City or its agents fail to provide said rental agreement to Seller and Seiler is still in occupancy of the Property after the three days after the close of escrow, then Seller is responsible to contact the City or its agents, to determine as to where to send their rent payment. Failure of City or its agents to present the Interim rental agreement to Seller does not absolve the Seller from paying rent. 9. Waivers. The waiver by any party of any breach of any covenant or agreement herein contained on the part of the other party 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. I'urohme-ind Salus Agreonwnl-AI.I ZONL 25G-7 Ver, 20170727 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, 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 of goodwill and/or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertalning to the realty; damage to or loss of machinery, fixtures, Inventory, equipment andfor 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 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. 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 5850 Canoga Avenue, Ste. 650, Woodland Hills, CA 91367. 15. Exceptions. City agrees to accept title to Said Real Property subject to the following; NONE. 16. Relocation of Two Pole Signs and Quitclaim of Dedicated Property. As a condition to the City's acqulsition of the Property, Seller has two (2) pole signs that must be relocated. See Exhibit D which depicts the 2 pole signs in their current location, and depicts the new location where the 2 new pole signs will be erected. The City will also be quitclaiming a certain portion of previously dedicated land to Seller, as also described on Exhibit D (showing an approximate 11 foot offset), Said land was previously acquired by the City by way of land dedication on January 13, 1998. The City will quitclaim the 11' offset as depicted in Exhibit D upon completion of the City's street widening and construction of improvements Pmnhas;; and Sales Agraon and -AU ZONE 25G-8 Ver. 20170727 The City's project is being funded with federal funds, therefore Seller's expenses regarding relocation of their signs, are addressed and will be reimbursed pursuant to the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 ("URA"), as amended. Both of these matters O.e., 2 pole signs and dedication of property) will be handled pursuant to the relocation benefits afforded to the Seller under the URA. Relocation benefit payments for the two pole signs will be paid through this claim process. 17. 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 acquisition of Said Real Property by the City. 18. 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), (Ili) 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 hiphenyls, (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. 86901 at seg.' (42 U.S.C. 86903) 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 eel seq. (42 U.S.C. 59601). 19. 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. 20. 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 the transportation of any such materials to or from, the Property, or (fl) Seller's violation of Purclum and 9alcsAgrcurnant-AU ZONE, 25G-9 vzr. 20170727 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, to or from, the Property. This indemnity shall include 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 after close of this escrow. 21. Continaancv, 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. 22. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seiler and City. 23. 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 — except for the exchange of consideration and transfer of title (which are essential to mutual assent for this Agreement). 24. 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. 26. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California, 26. 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 parry based upon any attribution to such party as the source of the language in question. 27. 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. 28. 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. 29. APOIcability of Agreement To Assicnees. This PSA shall be binding upon and shall Inure to the benefit of the successors and assigns of the Parties to this PSA. 30. 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. Nurch;i,ic:md S;+lusApmnont. AliZONE 25G-10 Vtm 26170727 31. incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: AU ZONE SANTA ANA, LLC, a California limited liability company / } By: T� Date: Its: �CGOJJ I�Ah't�o%� a Its: City/Buyer City of Santa Ana Date: Date: Cynthia J. Kurtz Interim City Manager Attest: Date: Maria D. Huizar City Clerk Approved as to Form: /� q Date: I — M. Funk sistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency I'urchaw and Salcs :\aiwmant- AU ZONE Date: 7 25G-11 vcr. 211170727 R EXHIBIT `A' LEGAL DESCRIPTION FOR RIGHT OF WAY PURPOSES—AP No. 408-471-17 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING THE EAST 5.10 FEET OF A PORTION OF PARCEL 6 PER MAP RECORDED IN BOOK 130 OF PARCEL MAPS,.PAGES 3 AND 4, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 6; THENCE, ALONG TETE SOUTH LINE OF SAID PARCEL, NORTH 88'13'46" WEST, 25,00 FEET TO A LINE, SAID LINE BEING THE WEST LINE OF THE EAST 25.00 FEET OF SAID PARCEL 6, AS DESCRIBED IN THAT INSTRUMENT RECORDED JANUARY 13, 1998 AS INSTRUMENT NUMBER 19980017928, OFFICIAL RECORDS OF SAID COUNTY; THENCE, ALONG SAID WEST LINE NORTH 1046'14" EAST, 37.25 FEET, PER SAID INSTRUMENT, TO THE TRUE POINT OF BEGINNING; THENCE, PER SAID INSTRUMENT, PERPENDICULAR TO SAID WEST LINE SOUTH 880 13'46" EAST, 16.10 FEET; THENCE, PER SAID INSTRUMENT, PARALLEL WITH SAID WEST LINE, NORTH 1046'14" EAST, 50,57 FEET; THENCE, PER SAID INSTRUMENT, PERPENDICULAR TO SAID WEST LINE NORTH 88013'46" WEST, 16.10 FEET TO SAID WEST LINE; THENCE, PER SAID INSTRUMENT, ALONG SAID WEST LINE, SOUTH 1046'14" WEST, 50.57 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING AN AREA OF 258 SQUARE FEET, MORE OR LESS. ALL AS SHOWN ON EXHIBIT'A-1', ATTACHED HERETO AND BY THIS 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 SEPTBMBER 23, 2015 ANTHONY C. CUOMO, PLS 6042 25G-12 Anthony Cuamo No.14z , EXHIBIT `A-1' N01 ° 46'14'E 135.00' 0 z1^� W 3� o ySl zD -o z o --i $ z gg On f� W m ro F co r IInZ W ip p COm f I p N CJ oixl F, W vF1 0 0 v A .lin fel �o .Vp N Z \ b� S p7 W O S p Z N0 N -I I O N C1 fU R) 1 r cn N Ln x o LI o _ L2 _ L4_ 1 nv L3 L4 L3 o? 14.00' Lq 14.00' io I L1 m M11 ,p cnI L1 �L r� Ll X �1 N01°46' 14'E� SURVEY oBRISTOL ST & CgNST, Z m� cmc wtrv� �<r 5�m ZZZZ Mil omoo e." ;1 mwmm o r s v yd1s A,y sip t,. m .p n A O z ypy Y fTl E m r9 N Ln 0 a 0 3 N o` $ 0 ON W (A O 0 V LI O "off" c Y al oPN�A o r�Cy J O Ln ro O 25G-13 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 Califomla 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 — unless you are legally culpable. 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 — unless you are legally culpable. 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. 25G-14 EXHIBIT "C" Fair Market Value of the Subject Property Acquisition land value: $15,000.00 Curable damages: $23,999.00 Permanent severance damages: $60,000.00 Total justcompensallon $98,999.00 25G-15 EXHIBIT'A' LEGAL DESCRIPTION FOR RIGHT OF WAX PURPOSES — AP No. 408-471-17 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING THE EAST 5.10 FEET OF A PORTION OF PARCEL 6 PER MAP RECORDED IN BOOK 130 OF PARCEL MAPS, PAGES 3 AND 4, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 6; THENCE, ALONG THE SOUTH LINE OF SAID PARCEL, NORTH 88013'46" WEST, 25.00 FEET TO A LINE, SAID LINE BEING THE WEST LINE OF THE EAST 25.00 FEET OF SAID PARCEL 6, AS DESCRIBED IN THAT INSTRUMENT RECORDED JANUARY 13, 1998 AS INSTRUMENT NUMBER 19980017928, OFFICIAL RECORDS OF SAID COUNTY; THENCE, ALONG SAID WEST LINE NORTH 1046'14" EAST, 37.25 FEET, PER SAID INSTRUMENT, TO. THE TRUE POINT OF BEGINNING; THENCE, PER SAID INSTRUMENT, PERPENDICULAR TO SAID WEST LINE SOUTH 88°13'46" EAST, 16.10 FEET; THENCE, PER SAID INSTRUMENT, PARALLEL WITH SAID WEST LINE, NORTH 1046'14" EAST, 50.57 FEET; THENCE, PER SAID INSTRUMENT, PERPENDICULAR TO SAID WEST LINE NORTH 88°13'46" WEST, 16,10 FEET TO SAID WEST LINE; THENCE, PER SAID INSTRUMENT, ALONG SAID WEST LINE, SOUTH 1046'14" WEST, 50.57 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING AN AREA OF 258 SQUARE FEET, MORE OR LESS. ALL AS SHOWN ON EXHIBIT `A-1', ATTACHED HERETO AND BY THIS 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 SEPTEMBER 23, 2015 ANTHONY C. CUOMO, PLS 6042 25G-16 Ntul"'CCuomo fro; 6042 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 GOVERNMENT CODE SECTION 5103. ABOVE THIS LINE FOR RECORDER'S CANCEL APPROVED AS 70 APPROVED EY DESCRQ•DON D&9CftIP1rON A, P, NVY ArAP PRWECT TAM FORMBY ATtY. DIRECTOR DESC O CHECREDA.R NUMEER 408471-17 NIR.mRR �'®ER R 21202130 S. Bristol Street, Sarna Ana, CA 92704 DEED Ntn®RR GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which Is hereby acknowledged, AU ZONE SANTA ANA, LLC, a Cailfornla limited liability company 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, that section of real property in the City of Santa Ana, Orange County, State of .California, located at 2120-2130 S. Bristol Street, Santa Ana, CA 92704, described as follows: SEE EXHIBITS "A" AND 4A-1"ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated , Dated: AU ZONE SANTA ANA, LLC, a California limited liability company 25G-1.7 0 EXHIBIT "E" GRANTDEED 25G-18 EXHIBIT V i � o 5 "-, �� 25G-19 G =u o $$ I moa O � 3 Er"c O r Qcz Z I z co ON cc yo�czi A D W �-` O co m� a N e Vv Z I D W ye ° n %7.1 r 0 0 ru O n N N N .A O1 ro o x r�L4 0 c � o CA X0 AQ -1 � m L3 r-1 -4 V ym 1 o * M I m A — z Az xm� fro v r rEw �Zz �� y y5�. ANF$ T i z o yo C w al Y P'yiq oW �c �3t` EXHIBIT `A.-1' NO 1 ° 46' 14" E 155,00) 14-0' L4 14,00' L1 b� N010 46' 14" E\�-- SURVEY ` BRISTOL ST & CONST, i r rrr- .P W ru .- zzzz nmoo CO ON 0 0 ?co m ul ONWmU -4I r� PN?P F� m�mm r o 0 US c O � V ca UI �'NO V OUZO 25G-20 zy O � 3 r 3 z co ON IDz co m 0 r a o V '9 W �-` O �, W N O0 V Z %7.1 r 0 00 N M r�L4 O roN (n CA L3 14-0' L4 14,00' L1 b� N010 46' 14" E\�-- SURVEY ` BRISTOL ST & CONST, i r rrr- .P W ru .- zzzz nmoo CO ON 0 0 ?co m ul ONWmU -4I r� PN?P F� m�mm r o 0 US c O � V ca UI �'NO V OUZO 25G-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: APPROVE DONATION AGREEMENTS WITH ORGANIZATIONS TO SUPPORT COMMUNITY EVENTS AND PROGRAMS (STRATEGIC PLAN NO. 5,4) �ZZ CIrP6ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: "1aa3in ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute agreements with various organizations in support of their community events and programs, subject to nonsubstantive changes approved by the City Manager and the'City Attorney, as follows: a. Charitable Venture of Orange County to support Memorial Park Neighborhood Associations' Bike-Pedalor-Stroller & Model Car event, in the amount of $250 (Mayor Pro Tem Martinez); b. Magnolia Educational & Research Foundation to support the Magnolia Science Academy fieldtrip to the Bowers Museum, in the amount of $1,000 (Councilmember Villegas). 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. The donation agreements listed above are in response to the Donation Requests (Exhibits 1-2) submitted by various community organizations or neighborhood associations to the specific Councilmembers, seeking sponsorship for community events and/or programs. The Councilmembers, respectively, reviewed and agreed to sponsoring the programs or events 29A-1 Approve Donation Agreements with Organizations to Support Community Events and Programs October 3, 2017 Page 2 through the Special Event Sponsorship funds. Upon approval by City Council, the respective donation agreements (Exhibit 3-4) 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). FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2017-18 General Non -Departmental account (01105015-62300) as appropriate from each of the following Councilmember's appropriated amounts for Fiscal Year 2017-18: Mayor Pro Tem Martinez $ 250.00 CouncilmemberVillegas $ 1,000.00 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director s ^- Finance and Management Services Agency EXHIBITS: 1-2. Donation Request Forms 3-4. Donation Agreements 29A-2 Manager's rtCity C Civic Center Plaza �.x.; City of Santa Ana 0 1988 Donation Request P.O. CA 92702 Q Santa Ana, GA 92702 (714) 647.5200 Contact Information INam�e: —+I Raul Ramos - Santa Ana Memorial Park N.A. Ige: President Address s: 2140 S. Birch Street (city, state, I Santa Ana, CA 92707 Pnon�e: (714) 651-6176 Emai�— raulramos9906@gmail.com Fax: (--_---_ organizationIIIIIIIi Name: I Charitable Venture of Orange County - Santa Ana Grants for Blocks Tax -Exempt Status: Is your organization a non-profit or public tax-exempt organization as Select One Z Yes ❑ No defined under Section 501(c)(3) of the Internal Revenue Code? ! If No, you will only quality for a credit for City -related costs for your request (i.e. permil fees, f ,D staff time, rental rates for facilities or equipment, etc.).Costs for City services very and ff ,ax I 120-8756660 lapproved, credit may or may not cover full cost of requested City services. ax #: Donation Re. CityServi es Credit S — I Date Needed: 7/1 6/2017 MayorlCou�dlmember: Martinez Amount Requested: j j DnaetPaymentAraunt _In,n�r�nn Requested: h00 Event Date: �— 7/16/2017 (Event Time: 10am - 4pm ent location: S. Broadway PI between W. Anahurst Pl. and S. Main Street F dress, Clty, state, Zip Santa Ana Memorial Park NA is organizing a public safety awareness and gang prevention event Description of by having community resources and activities for children available with special Bike pedal car - Event I Purpose: Stroller and model car show in partnership with Afterlife OC, Memories OC, Temptations OC clubs. Santa Ana Memorial Park N. A wants to bring awareness to the entire neighborhood on options to prevent gang Involvement with Community Benefit: our youth, improve relationship between community and police, and to provide fun activities foryouth and families through creative evbike and stroller cars, and partners will share on job preparation and employment with young people in attendance. Applicant Slgn'ttl 'Return completed.form via, Mail: City Managers Office–M-31 Email: donatlonrequest@sante-ana.org 20 Civic Center Plaza Fax: (714) 647.6854 P.O. Box 1988 Santa Ana, CA 92702 L,- i .;, - Donation Request A: DR - I Council Meeting Date: OCTOBER 3, 2017 RMarence a orr all relafxd DPYs YES 1$250 $250 Eligibility Met: YES I NO Approved Amount: City Manager Signature: Date: Revised 01105/2017 29A-4 City Manager's Office — M-31 City of Santa Ana 20 Civic Center Plaza Box 1988 _ P.O. 7. Donation Request Santa Ana CA 92792 (714) 647.5200 Contact Information Name: Laura Schlottman uq: Principal ddress; 2840 West 1 st Street city, state, zip: ISanta Ana, CA, 92703 Phone: 562-201-6968 Emall: I Ibschlottman@magnoliapublicschools.org Fax: 714-242-1449 Organization Information I I Nama: Magnolia Science Academy Santa Ana/ Magnolia Educational & Research Foundation Tax -Exempt Status: Is your organization a non-profit or public lax -exempt organization as Select One; Yes No defined under Section 501(c)(3) of the Internal Revenue Code? ❑ If No, you will only quality for a credit for City -related costs for your request (i.e. permit fees, If Yes, stafftime, rental rates for facilities or equipment, etc.). Costs for City services vary and if L95-4649884 approved, credd may or may not cover full cost of requested City services. Tax ID #:iSCat SPM9-0t--MagMIla E-duca ia &-R�aYch Fooludat 0 Donation . City Services Credit �— Requested: Date Needed: p I t 1 D Mayoricouncilmember: navhtes1v'I �i �r,aQ / DD 11 mount I DirPayment Amount 5 () QQ U Event Date: zect 11.5 f Event Time: 2 $ Wye.-, Regnested: Event Location; ,�, 1l��Wwef-s mosewn Address, City, Sfafe, Lip -2,002, N . 1vlcxAVi S�- ) Sw- W` ANLI't CA, 92-:40 We- WO & h Ve, 0 -jj&e_ oX a w avl cR toy try �td� 5 dents t Description of Event I Purpose: A ��{— r— �t- (1 R�tL EI/t I ' iWV t `OT+�G�U-1f _s 4av: �G�I/Q� 111 sG141`r `l A71c>_ cal -(fj i ✓ It i,,a avid IkIL'i n 4- 1A i (ecL 6uwn-5 . W� WU14t ow yt y ccdot-ft 4V Vc+ l,�, -r c.& Cl'rt^')1�'t4_4Vf A ' if Community Benefit: WLU5e_L'I;_ L-5 caZct t6'm n— e+'.�C.27 Applicant Signature: IDalo: 'Return — — completed form via: Mail: City Manager's Office—M-31 iEmall: donationrequest@santaana.org 20 Civic Center Plaza I Fax: (714) 647.6954 P.O. Box 1988 Santa Ana, CA 92702 ` Donation Request #: fidor # 60073 council meonng Date: OCTOBER 3, 2017 [YES/ Eligibility Met: NO YES Approved Amount: I $1,000 j City Manager Signature: ( Date:, Revised 01/05/2017 Ko;hw 29A-6 CITY OF SANTA ANA DONATION AGREEMENT WITH CHARITABLE VENTURES OF ORANGE COUNTY 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on OCTOBER 3, 2017 by and between the City of Santa Ana, a municipal corporation ("City") and CHARITABLE VENTURES OF ORANGE COUNTY (FISCAL SPONSOR FOR MEMORIAL PARK NEIGHBORHOOD ASSOCIATION), 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 THE IST ANNUAL BHS-PEDALOR-STROLLER & MODEL CAR EVENT THAT OCCURRED ON JULY 16, 2017, FREE TO THE COMMUNITY ("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 MARTINEZ, believes there is a public purpose in supporting the Community Benefit because it PROVIDES THE MEMORIAL PARK NEIGHBORHOOD ASSOCIATION WITH SUPPORT IN HOSTING THE 1sT ANNUAL COMMUNITY EVENT THAT WILL PROMOTE COMMUNITY ENGAGEMENT AND PRIDE. 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), 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 Aereement. 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. EXHIBIT3 29A-7 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 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. EXHIBIT 3 29A-8 CITY OF SANTA ANA 92 Attest: Cynthia J. Kurtz Interim City Manager Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: ohn M. Funk Assistant City Attorney CHARITABLE VENTURES OF ORANGE COUNTY, a 501(c) 3 NON-PROFIT ORGANIZATION Signature Ted Kim Name Chief Operating Officer Title EXHIBIT 3 29A-9 29A-10 CITY OF SANTA ANA DONATION AGREEMENT WITH MAGNOLIA EDUCATIONAL & RESEARCH FOUNDATION 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on OCTOBER 3, 2017 by and between the City of Santa Ana, a municipal corporation ("City") and MAGNOLIA EDUCATIONAL & RESEARCH FOUNDATION (FISCAL SPONSOR FOR MAGNOLIA SCIENCE ACADEMY), 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 fimding to assist Recipient in COORDINATING AND PROVIDING A FIELDTRIP TO THE BOWERS MUSEUM ON FEBRUARY 13, 2018 FOR A GROUP OF 9TH AND IOTA GRADE STUDENTS ("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 VILLEGAS, believes there is a public purpose in supporting the Community Benefit because it PROVIDES AN OPPORTUNITY FOR STUDENTS TO LEANR ABOUT THE VALUE OF COMMUNITY, HISTORY, REINFORCE EDUCATION, AND THE LEARN ABOUT INTERNATIONAL ART WORK AT THE BOWERS MUSEUM. 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), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. hi 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. EXHIBIT 4 29A-11 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 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. EXHIBIT 4 29A-12 CITY OF SANTA ANA Attest: M Cynthia J. Kurtz Interim City Manager Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: LL Ix", L,,"A ohn M. Funk Assistant City Attorney MAGNOLIA EDUCATIONAL & RESEARCH FOUNDATION, a 501(c) 3 NON-PROFIT ORGANIZATION By: Signature Name Title EXHIBIT4 29A-13 29A-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: EMERGENCY ORDINANCE: AMENDING AND ADDING NEW SECTIONS TO SANTA ANA MUNICIPAL CODE CHAPTER 10, ARTICLE 10 RELATED TO STORAGE OF PROPERTY, PROHIBITION OF ANIMALS, VEHICLE ACCESS AND SERVICES IN THE CIVIC CENTER AREA {STRATEGIC PLAN NO. 5,3) iiTjw, LIe3::I RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt an emergency ordinance to amend Section 10-551 and add new Sections 10-552, 10-553: and 10-554 to the Santa Ana Municipal Code related to the storage of property, vehicle access and, volunteer services in the Civic Center area. DISCUSSION The government center for Orange County is the Santa Ana Civic Center. The services provided by the county, state, federal, cityand court jurisdictions at the Civic Center share the common areas between the various government buildings. The goal is for these shared common areas to be clean, safe, and well maintained so that all that visit the Civic Center are well served. Civic Center Regulations: On December 20, 1993, the City Council approved Ordinance No. NS -2210 adding Section 10-551 to Chapter 10 of the Santa Ana Municipal Code for the purpose of regulating camping and storage of property in the Civic Center Area. The SAMC contains similar regulations that apply throughout; the City's boundaries as well. For three decades now, homeless individuals have increasingly gathered on a daily basis in the Civic Center Area, where they can receive services and food provided by local non -profits. The homeless population has risen dramatically in the past year alone. For example, there are estimated to be approximately 175 unsheltered homeless in the Plaza of the Flags alone per the Civic Center Patrol team. Even more significant, however, are the health and safety risks arising] from the excessive accumulation of property in the Civic Center. 50A-1 Emergency Ordinance: Amending and Adding New Sections to Santa Ana Municipal Code Chapter 10, Article 10, Related to Storage of Property, Prohibition of Animals, Vehicle Access and Services in the Civic Center Area October 3, 2017 Page 2 On September 6, 2016, the City Council adopted Resolution No. 2016-073 after closely examining the homeless conditions and declared a public health and safety homeless crisis in the Civic Center Area. On September 20, 2016, the City Council approved the Civic Center Safety and Security Enhancement program prepared in collaboration with the County of Orange and input provided by City bargaining groups. Included in the program are nine points which have been implemented or in progress. Progress on the Civic Center and Security Enhancement program was presented to the City Council on May 2, 2017. Attached is an update on the progress of the program as of September 27, 2017 (See Exhibit 2). Conditions in the Civic Center have steadily worsened since the City Council declared a crisis and now threaten to overwhelm the City's ability to manage them with its current resources, including limited Parks and Police Department staff assigned to keep maintenance and order in the area. The homeless individuals in the Civic Center have erected shade structures and tents and more recently have begun to accumulate various household items, including mattresses, propane stoves, sofas, desks and area rugs, among other items. Law enforcement officers have cited an increase in narcotics use and sales and physical and sexual assaults occurring within the encampment areas which are not visible or easily accessible to law enforcement officers due to the shade structures and tents and excessive crowding. Law enforcement also report increased instances of having to intervene in personal altercations between homeless individuals. In the past year, the City has received numerous written and verbal complaints about the conditions in the Civic Center Area from: 1) Citizens coming to the area to conduct business; 2) Employees of the City and the County of Orange coming to and going from work; 3) State and federal representatives charged with managing the nearby buildings; 4) The Chief Executive Officer and Jury Commissioner of the Orange County Superior Court; and 5) The President of the law Library Board of Trustees regarding the Orange County Public Law Library and conditions in the Civic Center (See Exhibit 3) The complaints have identified significant health, safety and welfare concerns, including: • Employees having to walk over human waste and .through make -shift encampments filled with litter and used hypodermic needles; • An increase in used and discarded hypodermic needles found in the Santa Ana Library, where children, often unaccompanied, are often the primary patrons. The Santa Ana Library reported, as of August 2017, finding 101 needles since January 2017 (see attached Exhibit 4) placing its employees and patrons at risk of disease or injury; 50A-2 Emergency Ordinance: Amending and Adding New Sections to Santa Ana Municipal Code Chapter 10, Article 10, Related to Storage of Property, Prohibition of Animals, Vehicle Access and Services in the Civic Center Area October 3, 2017 Page 3 Used and discarded hypodermic needles found in the Civic Center Area; Homeless individuals tossing buckets of urine over rails and onto pathways where individuals are splashed with the waste; • Potential jurors asking for their jury service location to be transferred from the Central Justice Center to another location; • An increase in large rats and insects in the area; • An increase in vandalism and damage to City property and buildings within the Civic Center area, including an incident on Sunday, September 3, 2017, when the City Hall glass break alarm security system was activated due to a glass break at the Housing Authority offices. SAPD was dispatched and apprehended the perpetrator, who was a homeless individual still in the building. The individual caused the following damage: o Two ground level windows were broken o Housing Authority fire hose was activated, drenching the carpet and walls, and Ajax cleanser was dispersed on carpet o Housing Authority kitchen area was left in disarray, as the perpetrator was preparing to eat staffs food and left refrigerated food out o Hallway name plates were stolen o Interior door jams were vandalized o The total vandalism costs, including after-hours response, clean-up, and correction costs, are still being determined. • An accumulation of discarded household items and broken chairs; • Increased incidents of employees attacked and bitten by dogs; and Portable shower structures without proper plumbing, allowing waste water runoff to spill into public walkways and ultimately into storm drains, which is a violation of the City's National Pollutant Discharge Elimination System permit. On a recent walkthrough of the Civic Center Area, City staff observed the following: individuals using hypodermic needle disposal bins and buckets as portable toilets; tents and areas in unsanitary conditions and filled with wet and soiled clothing and broken items; people cooking on propane stoves; generators connected to television sets; large numbers of bicycle frames and parts; unrestrained dogs that had recently had large litters of puppies; excessive accumulation of personal property; and a woman walking around warning others of a breakout of Hepatitis A. These and other conditions are depicted in photos collectively attached as Exhibit 5. y 1 W J Emergency Ordinance: Amending and Adding New Sections to Santa Ana Municipal Code Chapter 10, Article 10, Related to Storage of Property, Prohibition of Animals, Vehicle Access and Services in the Civic Center Area October 3, 2017 Page 4 The City has learned of recent media reports of Hepatitis A outbreak in San Diego and Los Angeles Counties largely attributed to homeless individuals sitting and sleeping on unclean sidewalks and streets and preparing food without proper sanitation procedures. Over the past year, resources in the immediate area have become available to assist the homeless. On October 6, 2016, the County of Orange announced the opening of a transitional center for Civic Center homeless, designated to benefit and serve homeless individuals in the Civic Center. The year-round transitional center with emergency shelter beds and, enhanced services at the former Santa Ana Transit Terminal, which was renamed 'The Courtyard", was designated by the County of Orange for those without permanent housing who have congregated in the Santa Ana Civic Center. But even these resources have not resulted in a measurable decrease in the continuing health and safety concerns raised by the large unsheltered homeless population living in the Civic Center. Health and safety conditions have deteriorated significantly in the Civic Center Area such that immediate action by City Council amending Santa Ana Municipal Code Section 10-551 and adding Sections 10-552, 10-553 and 10-554 is warranted. These ordinances are intended to address the ongoing health and safety concerns arising from unsanitary conditions, an infestation of insects and rodents, and hazardous items, all of which place the individuals temporarily living in the Civic Center, Civic Center employees, and the general public at serious risk of injury or. disease. Civic Center Outreach. Education and Enforcement: Upon the adoption of the Civic Center emergency ordinance (Exhibit 1), the Santa Ana Police Department Homeless Engagement Assistance and Resource Team (HEART) Coordinator partnered with officers from the Civic Center Patrol will engage in a week long Civic Center Outreach, Education and Enforcement campaign. The goal is to contact individuals currently storing property within the Civic Center complex and inform them of the new ordinance and the types of property prohibited within the Civic Center Complex. All individuals contacted will be advised of an upcoming power washing, which is scheduled to occur on Tuesday 10-10-2017, that will encompass the entire Plaza of the Flags area. All property will be either voluntarily removed by the owners, or if deemed abandoned, the property will be stored by Park and Recreation staff and debris and rubbish will be properly disposed. The removal of property will be properly documented by staff and captured on video via officer body worn cameras and cameras located in the Civic Center. Individuals that do not comply with the ordinance will be cited on a go forward basis. Emergency Ordinance: Amending and Adding New Sections to Santa Ana Municipal Code Chapter 10, Article 10, Related to Storage of Property, Prohibition of Animals, Vehicle Access and Services in the Civic Center Area October 3, 2017 Page 5 In addition, and as part of this campaign, staff will coordinate with non -profits and faith based organizations to engage the homeless population and inform individuals of available resources and locations as to where they may seek services. Bus passes will be made available to homeless individuals seeking transportation to these resources and to store or collect personal property items stored at the City Yard. City -Wide Regulations and Next Steps: An inter -departmental team comprised of staff from the City Manager's Office, City Attorney's Office, Community Development, Public Works, Police Department, Parks and Recreation developed the emergency ordinance as well as draft Civic Center policy and procedures for unattended and abandoned property (Exhibit 6) collectively referenced as the Civic Center Plan. This Civic Center Plan will be expanded for City -Wide use and will encompass additional elements to address homeless related issues in parks, riverbed and the public right-of-way. To this end, the inter -departmental team will modernize the camping ordinance for City Council consideration, continue to enforce park closing hours, and develop City-wide procedures for the removal and storage of unattended and abandoned items. In addition, the HEART team will actively seek to increase mental health professional resources to respond to on -scene mental health crisis from three days to seven days a week. 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). FISCAL IMPACT There is no fiscal impact associated with the approval of this action. However, Staff will seek City Council approval in the event that additional resources are needed to implement the Civic Center Plan. 4�"\ k &�, Sonia R. Carvalho City Attorney City Attorney's Offices - Robert C. Cortez Deputy City Manager City Manager's Office Exhibit 1: Ordinance Exhibit 2: Civic Center Safety and Security Enhancement Program Update Exhibit 3: OC Public Law Library Complaint Letter dated 9/22/17 Exhibit 4: Santa Ana Library Incident Log Exhibit 5: Photos Exhibit 6: PRCSA Draft Policy & Procedures for Unattended and Abandoned Property in the Civic Center y (l 41A Exhibit 1 ORDINANCE NO. NS-XXXX AN EMERGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTION 10-551 AND ADDING NEW SECTIONS 10-562,10-553 AND 10-554 TO THE SANTA ANA MUNICIPAL CODE RELATED TO STORAGE OF PROPERTY, PROHIBITION OF ANIMALS, VEHICLE ACCESS AND VOLUNTEER SERVICES IN THE CIVIC CENTER AREA 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. On December 20, 1993, the City Council approved Ordinance No. NS -2210 adding Sections 10-550 and 10-551 to Chapter 10 of the Santa Ana Municipal Code.for the purpose of regulating camping and storage of property in the Civic Center Area. B. For three decades now, homeless individuals have increasingly gathered on a daily basis in the Civic Center Area where they can receive services and food provided by local non -profits and volunteers. Over the past year alone, the homeless population has dramatically increased. C. The homeless individuals in the Civic Center have erected shade structures and tents and more recently have begun to accumulate various large or bulky household items, including mattresses, dressers, propane stoves, sofas, desks, and area rugs, among other items. D. In the past year, the City has received numerous written and verbal complaints about the conditions in the Civic Center Area from 1) citizens coming to the area to conduct business; 2) employees of the City and the County of Orange coming to and going from work; 3) state and federal representatives charged with managing the nearby buildings; and 4) the Chief Executive Officer and Jury Commissioner of the Orange County Superior Court. E. The complaints have identified significant health, safety and welfare concerns, including but not limited to: 1) Employees having to walk over human waste and through make -shift encampments filled with litter and used hypodermic needles; 2) Homeless individuals tossing buckets of urine over rails and onto pathways where individuals are splashed with the waste; Ordinance No. NS-xxxx Page 1 of 6 50A-7 3) Potential jurors asking for their jury service location to be transferred from the Central Justice Center to another location; 4) An increase in large rats and insects in the area; 5) An increase in vandalism and damage to City property and buildings within the Civic Center area; 6) An increase in narcotics use and sales and physical and sexual assaults occurring within the encampment areas which are not visible or easily accessible to law enforcement officers due to the shade structures, tents, and excessive crowding; 7) Used and discarded hypodermic needles found in the Civic Center including the Library, which reported, as of August 2017, finding 101 needles since January 2017 placing its employees and patrons, including children and unaccompanied minors, at risk of disease or, injury; 8) An accumulation of discarded and broken household items; 9) Increased incidents of individuals or employees being attacked and bitten by dogs; and 10)Portable shower structures without proper plumbing, allowing waste water runoff to spill into public walkways and ultimately into storm drains which is a violation of the City's National Pollutant Discharge Elimination System permit. F. On a recent walkthrough of the Civic Center Area, City staff observed the following: individuals using hypodermic needle disposal bins and buckets as portable toilets; tents and areas in unsanitary conditions filled with wet and soiled clothing and broken items; people cooking on propane stoves; generators connected to television sets; large number of bicycle frames and parts; unrestrained dogs that had recently had large litters of puppies; excessive accumulation of personal property; and a woman walking around warning others of an outbreak of hepatitis A. G. The City has learned of recent media reports of hepatitis A outbreaks in San Diego and Los Angeles Counties largely attributed to homeless individuals sitting and sleeping on unclean sidewalks and streets and preparing food without proper sanitation procedures. H. On October 6, 2016, the County of Orange announced the opening of a year- round transitional center designated to benefit and serve homeless individuals congregated in the Santa Ana Civic Center. Located at the former Santa Ana Transit Terminal and renamed "The Courtyard", it has emergency shelter beds and enhanced services for those without permanent housing. I. The City has closely examined the homeless conditions and on September 6, 2016, the City Council adopted Resolution No. 2016-073 and declared a public health and safety homeless crisis in the Civic Center Area. Conditions have since deteriorated significantly such that the City Council has determined that it must take further and immediate action to address the crisis. Ordinance No. NS-xxxx Page 2 of 6 y 1 m • J. The City Council has determined based on the recitals and the information contained in the Request for Council Action presented to the City Council that it must immediately adopt new regulations to address the ongoing health and safety concerns regarding unsanitary conditions, an infestation of insects and rodents, and hazardous items that place employees, the general public and individuals temporarily living in the Civic Center Area at risk of injury or disease. Section 2. Section 10-551 of the Santa Ana Municipal Code is hereby amended and new Sections 10-552, 10-553 and 10-554 are hereby added to read as follows: ARTICLE X. CIVIC CENTER REGULATION Sec. 10-551. — Storage of Property Prohibited in Civic Center (a) Within the Civic Center, possession and/or use of the following items or engagement in the following activities are prohibited: (1) Placement of anyiitem in a manner that impedes pedestrian access to/ through the public walkways or general right-of-way. (2) Placement of any,shade structure such as an umbrella or canopy in a manner that creates an enclosed structure. (3) Construction and landscaping materials including but not limited to, lumber, pallets, plywood, paint, drywall, nails, screws, hammers, screwdrivers, small hand tools, or cutting tools. (4) Compressed gas containers. (5) Weapons. (6) Generators, solar panels, or motorized vehicle batteries or accessories. (7) Machinery, including but not limited to, power tool or construction equipment. (8) Amplifiers. (9) Hazardous chemicals or materials. (10) Barbecues or grills. (11) Propane tanks. (12) Gasoline or other similar combustible or flammable liquids, gases or solid fuels. (13) Shopping carts. (14) Furniture, including but not limited to, recliner chairs, mattresses, sofas, coffee tables, desks, chests of drawers, and bookcases. (15) Athletic equipment such as baseball bats, boxing apparatus, weights, hockey sticks, golf clubs or similar items. (16) Outdoor showers. (17) Camping or any items used as temporary toilets. (18) Storage of non-functioning bicycles or bicycle parts. (19) Storage, dismantling and sorting of any discarded recyclable materials such as newspapers, metals, cans, or bottles. (20) Area rugs or carpets. Ordinance No. NS-xxxx Page 3 of 6 ' m • y (21) Construction or establishment of any building or structure of whatever kind, whether permanent or temporary in character, or running or stringing any utility cord or line into, upon, or across the Civic Center Area. (22) Dumping, depositing, or leaving any bottles, broken glass, paper, boxes, cans, dirt, rubbish, waste, garbage, refuse, or other trash. (23) Conducting, advertising, announcing, or calling the public attention to the purchase, barter or sale of any article, good or service for sale or hire, unless by any regularly licensed business or concessionaire acting by and under the authority and regulation of the City. (24) Possession or storage of any uncapped hypodermic needles, unless within a medically approved and sealed container. (25) All other similar items or activities which present a risk of injury, disease or a health or safety concern. (b) Placement of any item within 70 feet of any building in the Civic Center shall be prohibited. In accordance with Homeland Security blast radius estimates, all unattended items abutting against or within 70 feet of any building in the Civic Center may be immediately impounded in the interest of public safety. (c) Notwithstanding subsection (a) or (b) of this section, a public agency, a non- profit entity or an individual shall not be in violation of this section if they have a permit or written permission from the City Manager, or their designee, to possess the prohibited items or engage in the identified activities in connection with an approved contract for work, event or celebration. Sec. 10-552. —Animals Prohibited in the Civic Center No person shall own, keep or harbor any animal in the Civic Center, except for service dogs as defined by law. Sec. 10-553. — No Vehicles in Pedestrian Areas in the Civic Center No person shall operate or park a motorized vehicle in the Civic Center, except on a vehicular road designated for that purpose in the Civic Center, without the written permission from the City Manager, or their designee, provided however, that this section shall not apply to law enforcement vehicles, maintenance vehicles or contractor vehicles on Civic Center plazas, walkways or other areas intended for pedestrians where the drivers of these vehicles are on the property to fulfill their professional responsibilities. Sec. 10-554. — Unpermitted Services in the Civic Center (a) No person, entity, organization or business shall provide food, medical or social services in the Civic Center without first obtaining the written permission of the City Manager, or their designee, and any applicable licenses or permits required to provide such services or access to Civic Center property. The purpose of this section is to ensure Ordinance No. NS-xxxx Page 4 of 6 50A-10 that all services are provided in an organized manner by those who have the proper experience or credentials needed to provide the service and who have submitted a set- up and clean-up plan. (b) This section shall not apply to City, County, State or Federal employees conducting official business or those who are contracted by these agencies to provide services related to that official business. Section 3. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact,that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Section 4. This ordinance is 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, thus it 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. ADOPTED this _ day of 2017. APPROVED AS TO FORM: By': Sonia R. Carvalho City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: ABSENT: Councilmembers: Ordinance No. NS-xxxx Page 5 of 6 Miguel A. Pulido Mayor 50A-11 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: Ordinance No. NS-xxxx Page 6 of 6 Maria D. Huizar Clerk of the Council City of Santa Ana 50A-12 EXHIBIT 2 Civic Center Safety and Security Enhancement Program Update September 27, 2017 *The OCNEP received a 2 -year license from the State office of AIDS set to expire 2/11/18. OCNEP has not applied for a renewal but can request so at any time. Prior to any consideration of renewal, stakeholders, including Santa Ana, will be asked to comment. 50A-13 Status 1 Provide Santa Ana employee parking at the parking structure adjacent to the City library or the parking Completed structure adjacent to City Hall 2 Work diligently with the state and county to relocate the The Civic Center Emergency Ordinance Orange County Needle Exchange Program (OCNEP) from will establish a permit process that the Civic Center area may limit the location as to where the OCNEP may operate. In addition, Staff is working with Townsend Public Affairs on identifying the timing of the renewal process in order to submit comment and impacts to Santa Ana's community* 3 Install improved safety lighting in the Civic Center area In progress. The County has awarded a contract and developing an installation schedule. 4 Work with the County to identify a better location for Completed. Feedings are to occur at non -profits and organizations to feed the homeless, such the Courtyard. as the Bus Terminal 5 Increase the number of security guards patrolling the Civic Center area such that they are available to members Completed. Hired three additional of the public and employees to answer questions or escort security guards. individuals through the Civic Center 6 Continue to power wash the Civic Center area on a Completed. Ongoing. regular basis 7 Install a kiosk and provide for staffing to offer directions Funds were directed to the Lighting and information to the public line item. 8 Increase in Police presence and more proactive Policing. Completed. Ongoing. 9 Provide additional staffing for departments charged with enforcing code violations or prosecuting crimes Completed. Ongoing. committed in the Civic Center area Addt'l Safety Assessment by independent Safety/Security Completed item consultant *The OCNEP received a 2 -year license from the State office of AIDS set to expire 2/11/18. OCNEP has not applied for a renewal but can request so at any time. Prior to any consideration of renewal, stakeholders, including Santa Ana, will be asked to comment. 50A-13 50A-14 - II�:7il�.=np4 I -� ORANGE COUNTY PUBLIC LAW 515 NORTH FLOWER STREET SANTA ANA, CALIFORNIA 92703-2354 (714) 338-6790 • FAX (714) 338-6814 WWW.00PLL.ORG .� MARYRUTRER DIRECTOR CTOR )017 SEP CITY OF CLERK September 22, 2017 EXHIBIT 3 JUDGE CRAIG L GRIFFIN, PRESIDENT JUDGE JULIAN W. BAILEY JUDGE JACIQ C. BROWN JUDGE WILLIAM CASTER 26 UCHI NDA JUDGE GLENN R. SALTER SANTE', ANA OF COUNCIL TO: The Honorable Board of Supervisors, County of Orange The Honorable Mayor and Members of the Council, City of Santa Ana Chair, Orange County Civic Center Authority As President of the Board of Trustees of the Orange County Public Law Library, I write to inform you of our Board's concerns about the conditions in the Civic Center and the impact the actions of some members of the homeless community have had upon our ability to carry out the Law Library's mission to provide access to legal information to all residents of the County. In the period from June 17, 2017 to August 31, 2017, the following incidents occurred at the Law Library: 17 incidents of apparent drug use inside the restrooms (abandoned syringes) 9 incidents of serious unsanitary conditions inside the restrooms (blood on walls, inches of water on the floor, etc.) 2 incidents of public urination on carpet 4 exterior window walls broken during closed hours • A screaming man pounded on an interior glass wall, harassed custodian and tried to hit the security guard; he then challenged a county worker and patron to fight one on one before eventually leaving the building (while staff was still waiting for law enforcement to arrive) • A screaming woman refused to leave the restroom so that it could be cleaned, was extremely verbally abusive to staff and the guard, spat on the guard and threatened to hit him Multiple instances of urination/defecation in both hardscape and landscaping around the exterior of the building, creating pedestrian hazards and odor that entered interior areas of the building The Law Library is the closest public building to the encampment on the Plaza of the Flags, and the individuals camping there and elsewhere in the Civic Center cannot have all their sanitation needs met at the Law Library. Our restrooms are small and designed per Building Code requirements to provide for the expected normal number of library visitors using our legal materials, not for the hundreds of individuals camping 50A-15 ORANGE COUNTY PUBLIC LAW LIBRARY September 22, 2017 outside. The toilets are often clogged, sometimes by clothes or other solid objects stuffed into them. The sinks do not accommodate the 10 gallon buckets individuals are using to have fresh water at the campsite, so the inevitable spills create a slipping hazard inside the Library building. (It is notable that when one of the glass walls of the Library was broken into this past month, a security camera captured a number of homeless walking through the broken glass simply to use the Library's drinking fountain.) Unsanitary and flooded conditions in the restrooms regularly require the restrooms be closed to use by the public. Even with restrooms available, there have been multiple occurrences of individuals urinating and defecating inside the elevator and hallways of the Law Library building. The presence of so many homeless people at the Library's doorstep is more than a mere annoyance; it is a danger to Library staff and patrons. The risk of disease from feces on the Library carpets and literally scores of hypodermic needles discarded in various areas of the Library within the past year is not imaginary. San Diego County recently suffered an outbreak of hepatitis A that killed 16 people, and sickened 421 more. This outbreak occurred primarily within the homeless population, but also affected a substantial number who associated closely with that community. Disease is not the only risk faced by library staff and patrons. Combative, mentally -ill transients routinely challenge library staff, both verbally and physically. Staff members arriving early in the morning entered the library and found it has been broken into during the night and left unsecured. Given the safety risks almost daily encountered over the past two or more years, only sheer luck has prevented serious harm to staff and patrons. That luck ran out, however, on July 13, 2017. On that day, a transient was found in the restroom mixing some type of chemical which created a strong odor that spread into the adjacent hall and entryway. It took 20 minutes of staff and guard intervention just to get the person out of the restroom. The odor persisted for days until a hazmat contractor came to clean the location. Most importantly, the security guard, day porter, and three staff members suffered adverse physical reactions to the incident, including burning eyes, breathing difficulties, vision problems, and throat irritation. Two staff members filed workers' compensation claims as a result of their injuries. Our Library staff should not have to face daily threats to their physical health just to perform their jobs. Despite declining revenues, the Library's Board of Trustees voted last year to hire a security guard. After the harm suffered by staff due to the July incident, suggestions have been made to hire a second guard, primarily to police the public restrooms. The cost of doing so, however, would require further cuts to library services. 50A-16 ORANGE COUNTY PUBLIC LAW LIBRARY September 22, 2017 3 I have lamented that something will only be done about the situation if and when someone dies or is permanently injured. We should not wait until then. We request that you take immediate action to promote a healthier, safer environment at the Civic Center location surrounding the Law Library. Until a long-term solution can be achieved, we request, at a minimum, the placement of temporary restrooms, a clean water source, and a cell phone charging station in the plaza near the Law Library. These simple steps should prove neither costly nor controversial. But they will greatly reduce the strain now being placed on Library resources. More important, they will promote the welfare of not only the Library staff and patrons, but also the campers outside our door. We understand that many entities are involved in efforts to address this problem, and we hope they can work together to find a more permanent resolution. But in the interim, immediate action is necessary to avoid further harm to Library staff and patrons. If you have questions regarding our request, or need assistance in implementing this interim solution, please do not hesitate to contact the Law Library Director, Maryruth Storer at 714.338,6802, mstorer@ocpll.org. Sincere ,The H raig L. Griffin 'dent, Law Library Board of Trustees 50A-17 50A-18 Exhibit 4 - Request for Council Action October 3, 2017 Santa Ana Public Library - Incident Log 2017 Number of Needles Reported F18 18 16 16 14 12 10 8 6 6 4 2 0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 50A-19 I FSS- lu r- 0 ARM . - w Its I ml Sig 171 r- 0 F1 w- [imam NO F-7 .rl E A CP 3 I _ 1 �____- :� •'.i t,: .2«�����\��\\. :: �. < g« � \. ^ ! / ` °� ^�°�} �� \\.� � �\� ` �� m� : : \ \�« \\� . � � \( \ \ � `may—� \��\\ .\« .\:\\ »��,. � s �/ � \ . � /^ ? ... ... ...z� . � \ ? }� � � � � � � :� � .. �z� :�. .z� � � +� 1/ .:i �. �iu p . :A ,K �; a', � IF EXHIBIT 6 Policy and Procedures for Unattended and Abandoned Property in the Civic Center The City of Santa Ana Parks, Recreation and Comm4niify Services Agency (PRCSA) f'4 "h. J strives to maintain public properties and the civic;certter„grounds in an attractive, safe and clean condition. r , A. Special Maintenance and Power fti§hmg;. The Civic Center Grounds areaintained on a daily ,basis (i.e. mowing, landscaping, trash pick-up, -rep airMountain maint*enance,” o&er washing, etc.). During these times request will be mado t re relocate prop` ty and Notices 1*0 will be posted.'. B. Posting Notices 1) Notice to R Durinq ;.Sp the days or Maintenance oPo'we{Wash`irg a "Notice to Remove a posted hours- in, idvance to notify individuals to 4rom the areal.Any property left in the area at the time of ai tenance wll.be discarded or tagged for storage. be posted or placed by the location laced in storage to notify owner where must be picked up within ninety (90) property is picked up by City staff, a "Notice to Collect rty" will be placed at the location where property was owner as to where the property was taken. PRCSA staff shall adherd�to this policy when removing personal items from Civic Center area for temporary storage and retrieval. These procedures are commonly known as "bag and tag." This policy applies to both attended and unattended property. The term property shall include, but is not limited to: Clothing Duffle Bags Suitcase Watches Jewelry Radios Backpacks Blankets Cosmetic Bags Medications Eye Glasses Purses/Handbags Briefcases Sleeping Bags Bed Rolls Towels Personal Records Camping Equip. Photographs Reading Materials Bicycles Page 1 50A-51 ii Distinguishing Between Unattended vs. Abandoned Property: Temporarily unattended property is different from abandoned property. In determining if property is abandoned, staff will evaluate the facts and circumstances surrounding the items. Unattended property is not abandoned if it is accompanied by signs of ownership - for example, an unattended tent that is filled with personal belongings or items that are being stored in an orderly manner (i.e., packed up, wrapped, or covered). In addition, if there is a third party present who states s/he has been designated to watch or secure the items during the owner's temporary absence, the items are not abandoned. By contrast, abandoned items are unaccompanied ;by objective indications of ownership, for example, an empty or broken tent -sitting by itself on a sidewalk with no other belongings, a bag of soiled clothes open ar'itstrewn across a sidewalk, or items that are broken, disheveled, surrounded 9y trash, or show other signs of neglect. The "bag and tag"' .policy does.;ynot apply toabandoned property. Abandoned property can be immediately,diScarded A. Procedures for UnattendedProperty' 1) Unattended personal property w.1 apo tea with a 24 hour notice. (See attached Notice to collect Unat ende� Property) If property is not collected prior to the.,ek-'14 lon of the< �}-hour period, the property will be collected by City staff�an stored at the ahta Ana City Yard (220 S. Daisy Ave. Santa Ana, CA). Prope`rtyt olle�cted in the immediate area and loose items are io t%e,placed nags taken jo theCty Yard, and logged in the property,logantabr) l�f the tieiof removal, PRCSA staff shall post1�I' tice inihe:area of theme ivic Center from which the .,. unatteridedxproperty_is removed;(See attached Removal Notice.) PRCSA willnotramovethe notice for at least 24 hours. 2)Allpersonal`piope y that thant'[items That May Be Disposed" (defined s below in A 3), shal�be bagged and stored. This includes items of value (i.e., identifiablemedication eyewear, medical devices, personally 4Niidentifiablocuments tents, bedding, and clothing). 3) Items That May Be Dis' sed and not stored by PRCSA: i. Trash or debris including paper refuse, cardboard, food remains, p �mpt y glasses, and bottles and cans. If there is reasonable doubt. "syto whether items constitute trash or debris, staff should i ag:�and tag the items. ii. Perishable food items iii. Property that presents an immediate threat to public health or safety (i.e. soiled items, needles, or items infested with vermin) iv. Property that is evidence of a crime or contraband shall be referred to the SAPD or stored, unless subject to one of the other exceptions under this Section A.3. v. Furniture, mattresses, sheds, rolling structures, and bulky Items. A "Bulky Item" is a single item that does not fit in a 60 -gallon container with the lid closed, except for a tent, or an operational Page 2 50A-52 walker, operational wheelchair, operational crutches or operational bicycle. Any personal belongings inside a bulky item shall be stored even if the bulky item itself is discarded. 4) If a person returns when the property is being collected and claims ownership or control over the property, treat it as attended property (see below). 5) Under no circumstances may City employees take or keep for themselves unattended personal items, or allow non -City personnel to take unattended property for their own use. B. Procedures for Attended Property -: -e 1) When an individual is storing personal_.pr©perty on Civic Center property in violation of the City Code or otherjfaw&staff should request that the owner remove the property and,gi�b'the"owner 24 hours to collect and move the property,- considering,;#ny special`�n�eeds that the owner may have and the volume of be[6ggidgs. If the owner_...refuses to remove the property, or does not comply;, bag and tag the prgperty in accordance with the procedures identifieKn Section, I above 2) At the time of removal, staff shautd provide the ownenwWiih a Removal Notice- (See' attache): Staff need dot;post the Remoaf Notice if the owner is present and Isrgivenythe Removal Notice. 3) PRCSA may discard anotemsthe owner affirmatively states that he or she does no_t,want s C. Procedure," '"f T ken"nto Police Cus£ody 1) Per al.\property.. s to 1.4 1) and tagged in accordance with the above�s " p4cedures , SAPD shall notify staff if property is needed for evidence and4st6tred or°released ander a different procedure. regrding r2- and when>.. he property c n be re-s ould'rovide t r,ttievedf and ashould provide awRemoval ` Notice a`r give ifto the owner r arresting officer. D Policieszand Procedures Pert ining to all Property 1) Th's,policy does,'not require employees to open bags, containers, or other ar{icles,. foundreferenced areas, to inspect contents, or to handle trash nss for garbage, in any other manner other than to follow bag and tag pro c'll, f Is, ransport and store. 2) Under noci�cumstances should staff argue with any person over claimed property. Staff should release property under all circumstances. If staff has any questions, they should contact their supervisors as soon as possible. 3) If staff encounters verbal harassment or abuse, verbal threats, physically threatening behavior, threatening graffiti, or safety hazards, they should call SAPID Civic Center Patrol and report the incident to their supervisor. They are tracking these types of incidents as a workplace safety issue. Page 3 50A-53 4) City staff shall exercise care when removing items and wear proper safety attire, gloves, mask and watch for syringes and/or human waste. 5) If City staff believes that the property is a health and safety hazard and should not be stored, staff should dispose of the property appropriately. Items that constitute a health or safety hazard include items soiled by bodily fluids, items infested by insects or vermin, and perishable food items. If City staff has some doubt, they shall request assistance from their supervisor. Weapons shall not be stored; they shall either be destroyed and disposed of safely in the case of "homemade" weapons or turn them over to SAPD. Needles are* be disposed of in sharps containers. Illegal drugs should be tum4`dd*er to SAPD. 6) If an item appears to be stolen, City staffs h a I I contact SAPD. 7) All personal property ji a items ethat �aQe not "Items that May Be Disposed"), shall be stored There is no limit to theun mber or volume �.",��� personal items that PRCSA will bag and tag f`fo�r a particular individrlao long as they are not Bulky Items as defined below or do not otherwiseconstitute "Items That Will Be Discarded" unde"SectrsznA)(3) above However, the Director of PRCRSA' .may, afterede)r (mining that PR&S' A's storage facility is at or near full -rapacity and :after clearing out property that is older than 90 days, ,issUb; a�,wntten. -'iF' ve imposing a temporary reasonable per person Iimit o t the,volu13e ofFproperty to be stored that will re m of ect until additionUcapacdy isJdentified and funded. 8) Store-1rnging to differentt eq, p�le in different bags, when it is possrbleto differentiate. Bag property from different locations in different bags. = "II[, out a tag and att4X it to each bag. Staff will also document the collections it a P�errsonali roperty Collection Bag and Tag Intake Eotm..>The fOra include thke 011owing information: ii. time's �rr, iii. locA6m(as 9' -e ifc as possible, address preferred) IV. name ofpwner ofpersonal items (if property is attended, or if the name is.=ntherwise known because the property is labeled or '. another;;iritlividual present provides staff with the name of the �Qwne�) v. brief description of items �s,5_:4e Vi. contactmformationofowner (if applicable) vii. PRCSA staff name viii. PRCSA staff supervisor name ix. SAPD officer name (if applicable) x. SAPD badge number (if applicable) xi. tag color (corresponds to month) xii. tag number Ali. service request number (if applicable) Page 4 50A-54 E. Procedures for Return of Property 1) Persons may retrieve their stored property removed from the Civic Center, free of charge, on Mondays and Thursdays by appointment by contacting the PRCSA at (714) 571-4223. 2) When a person comes to retrieve property, staff will check the log to see if PRCSA has the person's belongings. The person must provide an approximate date and location of the removal, and be able to identify the property. PRCSA DOES NOT REQUIRE THAT THE PERSON SHOW PERSONAL IDENTIFICATION, BUT THE PERSON MUST BE ABLE TO PROVIDE A REASONABLY SPECIFIC AND DETAILED DESCRIPTION 4' OF THE PROPERTY. F Y 3 After retrieval, PRCSA staff will update the log to show that the property has been retrieved."' F. Unclaimed Property 1) Stored property that is not,ctai within three ((-).,months will be, upon Central Stores determination,`ssoold at public auction,f ven to a nonprofit charitable organization or disppsed of acidC -a red`rnfil be made of the date of such disposal. Page 5 50A-55 PARKS, RECREATION AND COMMUNITY SERVICES AGENCY NOTICE OF REMOVAL OF PROPERTY Be advised that personal property has been removed from this area because it was stored in the Civic Center Campus in violation of City Municipal Code. Date and Approximate Time of Removal: Location of Removal: General Description of Items Removed: You may retrieve your belongings Mondays and Thursdays by appointment by contacting the Parks, Recreation and Community Services Agency at (714) 571-4223. There is no fee for storage or retrieval. Although you are not required to present official I.D., you must provide a reasonably specific and detailed description of the property in order to retrieve it. Property not claimed within ninety (90) days will be, upon Central Stores determination, sold at public auction, given to a nonprofit charitable organization or disposed of and a record will be made of the date of such disposal. 50A-56 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: CONSIDER RFP AND NEGOTIATION OPTIONS RELATED TO SOLID WASTE CONTRACT SERVICES (STRATEGIC PLAN NO. 4, 1) I OPTIONS FOR CITY COUNCIL CONSIDERATION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER A. Direct staff to issue a Request for Proposal for solid waste services and develop alternatives for continued service delivery effective July 1, 2018. B. Direct staff to complete negotiations with USA Waste of California, Inc. (dba Waste Management of Orange County) for a short-term contract extension for City Council consideration on October 17, 2017. C. Direct staff to proceed with options A and B concurrently. STAFF RECOMMENDATION Staff recommends approval of Option C. The existing solid waste agreement with Waste Management of Orange County expires on June 30, 2018 (in approximately 8 months). A Request for Proposals (RFP) and transition process for waste hauling services can take approximately 16 months as illustrated in the attached timeline (Exhibit 1). Given the timeframe to allow for a timely RFP process to take place, staff recommends a short-term extension with Waste Management of Orange County to ensure the continuation of trash collection without disruption of services. The short-term extension will provide sufficient time for staff to conduct the RFP process. DISCUSSION On June 30, 1993, the City completed a Request for agreement with Great Western Reclamation (succeeded Waste Management of Orange County) for solid waste 65A-1 Proposals process that resulted in an by USA Waste of California, Inc., dba collection and disposal. Subsequently, Consider Options Related to Solid Waste Services Contract October 3, 2017 Page 2 there were 13 separate Council -approved amendments and resolutions to, among other things, establish fees, implement the 3 -cart curbside trash collection service, and to extend the agreement term through June 30, 2018. Staff began preliminary work toward a new solid waste contract in July 2015. After completing an RFP process for solid waste consulting services, on December 15, 2015, City Council approved the hiring of Sloan Vazquez Inc., to assist with preliminary market research and development of a refuse program in Santa Ana that considered changes in legislation and recycling trends. The scope of work included a comparison of solid waste service rates and level of service in ten comparable municipalities in Orange County. In addition to analyzing the services, the consultant was also tasked with providing an analysis of the options for either a new or extended contract. Before the RFP process could begin, the City Attorney's Office recommended restating all of the component amendments of the existing solid waste agreement into a single amended and restated agreement. This restated agreement would clarify pass-through and impact fees for tracking and transparency purposes, as well as for compliance with applicable legal requirements. Staff coordinated with the City Attorney's Office, special legal counsel, and Waste Management of Orange County to prepare the Fourth Amended and Restated Agreement which was subsequently approved on June 20, 2017. At the June 20, 2017, City Council meeting, staff received direction to start negotiations for a one- year agreement or as otherwise recommended by staff and to return to the Council with results within 90 -days for further consideration and direction (Exhibit 2). On September 19, 2017, the City Council discussed staffs recommendation and several Council members noted a preference to pursue an RFP. Thus, this report addresses both staffs recommendation and the RFP process. Negotiation Process Update Negotiations with Waste Management of Orange County started on June 29th with a kickoff conference call in which staff reviewed the objectives of negotiations as directed by the City Council, covered the extension offering process, and schedule for proposal submittals in order to meet the City Council deadline. In the 90 days leading up to the September 19, 2017, City Council Meeting, staff finalized and executed the Fourth Amended and Restated Agreement, negotiated and executed a nondisclosure agreement to facilitate the exchange of confidential and proprietary information, and received four different proposals for review and negotiation. In addition, staff held six community outreach meetings to gather community feedback and comments for consideration in the scope of work of the extension with Waste Management of Orange County or to include in the RFP process. A timeline of the negotiation process for the solid waste extension is included as Exhibit 3. On September 18, Public Works staff received the latest proposal from Waste Management which is a two-year agreement with the option of a one-year extension at the City's discretion. This latest proposal requires additional analysis as it provides several key items for the City to 65A-2 Consider Options Related to Solid Waste Services Contract October 3, 2017 Page 3 consider, including continuance of low refuse rates, and compliance with State requirements for organics (Assembly Bill 1826) and commercial/multi-family (Assembly Bill 341) recycling. Furthermore, this short-term, proposal would allow ample time to carry out an RFP and implementation process and limit the disruption of future services. In the event that an extension of services is not granted, the City may be faced with having to enter into an emergency contract or a month-to-month agreement, effective July 1, 2018, which may result in higher cost to rate payers in order to continue services. Staff recommends completion of the negotiation process, to ensure results are thoroughly reviewed and available for City Council consideration on October 17, 2017. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4 — City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. s Fre8 Mousavipour Executive Director Public Works Agency FM/MLM/ck Exhibits: 1. Timeline for Solid Waste Contract Implementation 2. Staff Report and Minutes — June 20, 2017, Council Agenda Item 65B 3. Negotiation Process Timeline 65A-3 65A-4 rd . rml 0 N z O 4-4 Cd U E-� °lo,0 y A � co 0 vlo N Cd 65A-5 r. rd En O N Exhibit 1 x E4 z co ro vA 0 Q C) 65A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 20, 2017 TITLE: AUTHORIZE INITIATION OF A NEW SOLID WASTE SERVICES CONTRACT PROCESS AND AMEND AND RESTATE EXISTING SOLID WASTE AGREEMENT {STRATEGIC PLAN NO. 41 1 DEPU ANAGER RECOMMENDED ACTION EXHIBIT 2 CLERK OF COUNCIL USE ONLY: APPROVED El"As Recommended CsgB ❑ As Amended ❑ Ordinance on 11 Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize staff to start negotiation of a one-year extension of the current agreement with USA Waste of California, Inc. (dba Waste Management of Orange County) and return to Council with results within 90 days for further consideration and direction. 2. Direct staff to initiate a Request for Proposals process for solid waste services to be effective upon the completion of the one-year extension negotiation. 3. Approve the proposed Amended and Restated Solid Waste Services Agreement with USA Waste of California, Inc. (dba Waste Management of Orange County). DISCUSSION On June 30, 1993, at the completion of a Request for Proposals (RFP) process, the City entered into an agreement with Great Western Reclamation for solid waste collection and handling. Subsequently, there were 13 separate Council -approved amendments and resolutions to, among other things, establish fees, implement the 3 -cart curbside trash collection service, and to extend the agreement term. The most recent of these amendments was approved on June 1, 2009 (Exhibit 1). The agreement will expire June 20, 2018. In December 2015, the City Council approved a consultant services agreement with Sloan Vazquez to assist the City with a solid waste program RFP process. The scope includes a comparison of solid waste services rates and level of service in ten comparable municipalities in Orange County. In addition to analyzing the services, the consultant is also tasked with providing an analysis of the options for either a new or extended contract. Separately, the City Attorney's office reviewed the current solid waste services agreement and recommended restating all amendments to the current solid waste services agreement into a single Amended and Restated Agreement ("Proposed Agreement") and clarifying the pass - 65A -7 Authorize Initiation of a new Solid Waste Services Contract Process and EXHIBIT 2 Amend and Restate Existing Solid Waste Agreement June 20, 2017 Page 2 through and impact fees, for tracking and transparency purposes, as well as compliance with applicable legal requirements (Exhibit 2). The Proposed Amended and Restated Agreement is a consolidation of all of the previous amendments and agreements and identifies a single franchise fee to replace a number of miscellaneous charges and transfers to the City (i.e., Program Surcharge, Administrative, NPDES, and other fees added to the cost of services). All of the fees from residential, commercial, and industrial services will be consolidated and set forth as a single Franchise Fee of approximately 26 percent (Exhibit 2). The Proposed Agreement does not present any customer rate or service changes. Waste Management has agreed to the terms of the Amended and Restated Agreement. The proposed Amended and Restated Agreement action would not extend,the term of the original agreement, which is June 30, 2018. Staff is recommending authorization to negotiate a one-year extension with Waste Management of Orange County to provide sufficient'time to complete the RFP process toward a new, long- term agreement. As a part of this extension, the City must immediately address existing program gaps mandated by legislation, which will require modification to the current agreement. Rollout of the Los Angeles commercial franchise system requires transition of approximately 70,000 commercial accounts over the next nine months to a year and may place a strain on equipment manufacturing and delivery capabilities (i.e., trucks, bins, etc.), consequently raising the cost of services to the City. Finalization of County of Orange renewable energy infrastructure plan during this time could provide lower-cost disposal options not currently available. The agreements with Waste Management and Ware Disposal for construction and demolition debris collection, and the Madison Materials Host Fee Agreement will be extended to expire concurrently with the negotiated extension. The RFP process will take approximately 15 to 18 months to complete. Staff recommends releasing the RFP immediately upon completion of the short-term extension negotiation. This will position the City for an effective and timely rollout of the new contract. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4 — City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this item. 65A-8 EXHIBIT 2 Authorize Initiation of a new Solid Waste Services Contract Process and Amend and Restate Existing Solid Waste Agreement June 20, 2017 Page 3 Executive Director Public Works Agency FM/MLMIck Exhibits: 1. Solid Waste Agreement History 2. Proposed Amended and Restated Agreement 65A-9 EXHIBIT 2 RESOLUTION NO. 2017-043 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE CITY'S STATEMENT OF INVESTMENT POLICY MOTION: Solorio SECOND: Martinez VOTE: AYES: Martinez, Pulido, Sarmiento, Solorio, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Benavides, Tinajero (2) REPORTS 65A. LEAGUE OF CALIFORNIA CITIES VOTING DELEGATE (STRATEGIC PLAN NO. 5, 1) — Clerk of the Council Office MOTION., Designate Mayor Pro Tem Michele Martinez as a voting delegate and select up to two alternates for the League of California Cities' Annual Conference's General Assembly scheduled for September 15, 2017. MOTION: Sarmiento SECOND: Villegas VOTE: AYES: Martinez, Pulido, Sarmiento, Solorio, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Benavides, Tinajero (2) *Councilmember Benavides joined the meeting at 6:46 p.m. 65B. AUTHORIZE INITIATION OF A NEW SOLID WASTE SERVICES CONTRACT PROCESS AND AMEND AND RESTATE EXISTING SOLID WASTE AGREEMENT (STRATEGIC PLAN NO. 4, 11 - Public Works Agency The following spoke on the matter: • Chip Monaco, representing USA Waste of California, Inc., opined that elements should be considered and not term of the contract as a driving force on negotiation matter. • George Urch, representing Ware Disposal, support matter as proposed. CITY COUNCIL MINUTES 18 65A-10 JUNE 20, 2017 EXHIBIT 2 Jeff Snow, representing Republic Disposal, support matter as proposed. Council discussion ensued. Councilmember Sarmiento, requested summary report. Fred Mousavipour, Executive Director of Public Works, provided highlight of current provider, noted that consultant hired to draft request for proposal and estimated timeline established. Mayor Pro Tem Martinez, questioned the transfer to general fund of surcharge to subscribers; requested clarification on compliance with enterprise fund transfers. Councilmember; Benavides, amended motion to allow for flexibility from one- year extension. City Attorney Carvalho, 'commented on Proposition 218 (Prop. 218); City currently addressing matter. Councilmember. Solodo, support Smart Program and Request for Proposal process; need to address all'Prop. 218 matters; council direction to include all sister contracts. Mayor Pulido, requested that all affiliated contracts be considered with same terms. Staff confirmed that motion includes said provisions. AMENDED MOTION: 1. Authorize staff to start negotiation of a one-year extension or as otherwise recommended by staff of the current agreement with USA Waste of California, Inc. (dba Waste Management of Orange County) and return to Council with results within 90 days for further consideration and direction. 2. Direct staff to initiate a Request for Proposals process for solid waste services concurrently with said actions and upon approval of matter to be effective upon the completion of the one-year extension negotiation. 3. Approve the proposed Amended and Restated Solid Waste Services Agreement with USA Waste of California, Inc. (dba Waste Management of Orange County). MOTION: Benavides SECOND: Solorio CITY COUNCIL MINUTES 19 65A-11 JUNE 20, 2017 EXHIBIT 2 VOTE: AYES: Benavides, Martinez, Pulido, Sarmiento, Solorio, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Tinajero (1) PUBLIC HEARINGS *Mayor Pulido abstained on Agenda Item 75A due to potential conflict of interest due to campaign contributions 75A. ORDINANCE AMENDMENT NO. 2017-01 TO AMEND CERTAIN SECTIONS OF CHAPTER 18 AND 21 OF THE SANTA ANA MUNICIPAL CODE (MEDICAL MARIJUANA COLLECTIVES/COOPERATIVES AND LICENSES) — CITY OF SANTA ANA, APPLICANT {STRATEGIC PLAN NOS. 3, 2; 3, 51 - Planning and Building Agency Legal Notice published in the Orange County Reporter on May 26, 2017. Item continued from the June 6, 2017 City Council Meeting by a 5-0 vote (Benavides and Sarmiento absent). Mayor Pulido opened the Hearing. The following spoke on the matter. • Jayson Quinones, support matter as proposed; willing to work with neighborhood; suggested hours of operation be amended as follow: 7 a.m. to 11 P.M. • Ilya Tseglin, spoke of use of medical marijuana for illnesses. • Robert Tseglin, support less regulations on uses of medical marijuana. There were no other speakers and the Hearing closed. Council discussion ensued. Councilmember Sarmiento, request matter be reviewed periodically and adjust as needed; signage, financial audit and other deliverables; hours of operation amended as proposed by speaker; thanked staff for removing testing and development component; issue on cultivation and research forthcoming; proposed ordinance amendments will create economic development opportunities; staff to review ancillary businesses. Councilmember Solorio, noted that issues approved by voters in the City and now industry regulated; expected to generate $1.5 million annually in revenues; Code Enforcement to cite illegal establishment in Floral Park neighborhood area; matter has been considered by Public Safety Council Committee. CITY COUNCIL MINUTES 20 65A-12 JUNE 20, 2017 Exhibit 3 Solid Waste Extension Negotiation Progress • June 23, 2017 —Staff invited Waste Management (WM) to a negotiation meeting on June 29, 2017. • June 29, 2017 —Staff and Solid Waste Consultant held the negotiation meeting via conference call per WM request, to lay groundwork for the negotiation process, including the requirements and timeline. Proposals to be provided for: one-year term, short-term, and alternative -term. • June 29, 2017 — Data Request worksheets were provided to WM to respond by July 27, 2017 or sooner for each of the three proposal terms. • July 10, 2017 —Term sheets for each of the three proposal terms were sent to WM. • July 14, 2017—Staff began development of Community Workshop presentation, scheduling of six community meetings, and Workshop Agenda. • July 26, 2017 —Staff completed development of Community Workshop presentation, scheduling of community meetings and agenda. • July 27, 2017—Staff received three proposals for WM without required AB 341 and 1826 rates for proprietary reasons should the extension negotiation fail and the program be sent out for Request for Proposal. • July 28, 2017 —Staff and Solid Waste Consultant began review of proposals. • July 31, 2017 — Revised Community Workshop meeting schedule. • August 1, 2017 —Staff sent Community Workshop meeting schedule to Strategic Communications Manager for review. • August 2, 2017 — Staff responded to WM with list of items requested but not provided by WM, and provided dates for discussion of proposals. • August 2, 2017 —Staff and Solid Waste Consultant made presentation to Downtown Restaurant Association. • August 4, 2017 —Staff sent Community Input email draft to Strategic Communications Manager for citywide distribution. • August 7, 2017 — Staff and Solid Waste Consultant met with WM for discussion of proposals. Discussion regarding development of a Non -Disclosure Agreement for WM to facilitate the exchange of information in current negotiations. • August 7, 2017 — Staff sends 4th Amended and Restated Agreement to WM for signature. • August 8, 2017 — Requested information from internal City staff needed by WM for proposal clarification. • August 8, 2017 — Staff and Solid Waste Consultant made presentation to Chamber of Commerce. • August 9, 2017 — City Attorney's office sent Non -Disclosure Agreement for WM review and approval. • August 10, 2017 — WM Attorney approves Non -Disclosure Agreement as to form. City Attorney sends Non -Disclosure Agreement executed by Deputy City Manager to WM for signature. • August 10, 2017 — WM requests additional time to modify proposals resulting from City input. Deadline for submission is extended to August 14, 2017. • August 10, 2017 — WM requests extension to sign 4`h Amended and Restated Agreement. • August 11, 2017 — Staff receives fully executed Non -Disclosure Agreement from WM. • August 15, 2017 — Staff receives all requested items from WM, except for completed Data Requests. 65A-13 • August 17, 2017 —Staff requests Data Requests again, in addition to dollar values attached to individual components in each of the three proposals. Staff again requests signed 4th Amended and Restated Agreement. • August 18, 2017 —Staff receives required Data Requests. • August 18, 2017 —Staff, Solid Waste Consultant and WM meet to discuss methodology and cost components for organic and SMART fees. WM requested SMART funding requirements and implementation plan • August 18, 2017—Staff sent new requests for additional proposal component information. • August 18, 2017—Staff and Solid Waste Consultant made presentation to Santa Ana Business Council with Downtown Inc, invited to participate. Meeting was cancelled but direct feedback was received from two attendees, and the remainder were emailed the presentation and asked to comment via email. • August 21, 2017 — Modified Non -Disclosure Agreement sent to WM for signature. • August 21, 2017—Sent Second Request for additional proposal component information. • August 22, 2017—Staff receives additional proposal component information from WM, except for Organics information. • August 22, 2017 — Staff and Solid Waste Consultant made presentation to Riverview West Neighborhood. • August 23, 2017 —Staff and Solid Waste Consultant met to review current proposals. • August 23, 2017 — Staff and Solid Waste Consultant made presentation to Bella Vista Neighborhood. • August 23, 2017 —Staff receives signed 4`h Amended and Restated Agreement from WM and sends to Clerk for processing. • August 24, 2017 —Staff, Solid Waste Consultant and WM met to negotiate. • August 24, 2017—Staff and Solid Waste Consultant made presentation to Com -Link. • August 29, 2017 —Staff drafted Request for Council Action for 9/19/17 Council meeting, and revisions continued. • September 7, 2017 —Solid Waste Consultant followed up with WM on status of their response. q September 12, 2017 -Solid Waste Consultant provided WM with clarifications on City's position. • September 15, 2017 — WM notified Solid Waste Consultant to expect an updated proposal by September 18, 2017. • September 18, 2017 — WM submitted fourth proposal to City for review. • September 20, 2017 —Staff and Solid Waste Consultant began review of fourth proposal. • September 26, 2017—Staff and Solid Waste Consultant met to discuss fourth proposal. • September 27, 2017 —Staff, Solid Waste Consultant and WM met to negotiate fourth proposal. 65A-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: PUBLIC HEARING - ADOPT AN ORDINANCE FOR THE REGISTRATION OF ABANDONED AND DEFAULTED RESIDENTIAL/COMMERCIAL PROPERTY AND ADOPT A RESOLUTION TO ADD THE $412.96 PARTIAL FEE FOR SERVICES IN THE FISCAL YEAR 2017/18 MISCELLANEOUS FEE SCHEDULE {STRATEGIC PLAN NO. 5,4) % RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I� Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt an ordinance to require financial institutions to register abandoned, foreclosed or defaulted mortgage residential and commercial property within the City of Santa Ana. 2. Adopt a resolution to include the partial fee in the amount of $412.96 plus the cost of the Registration Services for Registration of Abandoned and defaulted Residential/Commercial property in the fiscal year 2017/18 Miscellaneous Fee schedule for the Planning and Building Agency. The City's Code Enforcement Officers encounters properties that are abandoned and vacant. During inspections of such properties, staff frequently encounters squatter usage and other types of illegal activities. According to real estate data, the City of Santa Ana has as many as 600 properties that are in default or possible foreclosure. Properties that become vacant and abandoned due to foreclosure are a detriment to people who live in close proximity. Abandoned properties degrade neighborhood, diminish the City's overall image, and have a negative impact on property values. Staff is recommending a program to address these types of issues that has proven to be effective in other jurisdictions. City staff has done research and reviewed similar ordinances implemented in several cities to ensure the City of Santa Ana ordinance and program will render. maximum effectiveness and a successful program. The proposed program will assist staff in gaining compliance from lenders and bringing foreclosure properties in an acceptable condition of maintenance. The program will also add value and create efficiency as the list of registered 75A-1 Registration of Residential/Commercial Property in Foreclosure October 3, 2017 Page 2 properties will capture foreclosed or abandoned properties by creating a systematic list of properties that may need Code Enforcement attention. The ordinance requires property owners to register ownership of foreclosed properties. Using this information a database will be created linking properties with owners and their contact information. Owners of foreclosed properties will be assessed a fee to cover the cost of establishing and maintaining the database, continuous review of list, and inspections of properties by Code Enforcement staff. The City will solicit the services of a qualified company to expedite the registration program. Foreclosure Registration entities have immediate real estate foreclosure data and finance/bank information that expedite this type of program. Conducting abatement enforcement on financial institutions has been a challenge for the Code Enforcement Division. A partnership with a professional business that will receive a fee not to exceed $100 for each registration fee collected will assist the City in establishing a successful program. Consultant fees may be subject to adjustment pending Request for Qualification (RFQ) submissions (Exhibit 1). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 — Community Health, Livability, Engagement and Sustainability; Objective #4 (Support neighborhood vitality and livability). FISCAL IMPACT The ordinance provides that the City may impose a registration fee adopted by resolution. The cost of the registration will be included in the City's Miscellaneous Fee Schedule and collected annually. The funds received will be deposited in the Foreclosure Registration Program (Account No. 01116002-53628). If approved, an RFQ shall be conducted to partner with an outside vendor to manage the foreclosure registration program. Foreclosure registry business typically will collect a fee for each registration fee collected. The City will receive $412.96 to recover costs that are attributed to overhead, audit, code enforcement, legal, and public safety costs. Candida Neal Acting Executive Director Planning and Building Agency SV: rb SAFCA\10-03-17\PBA Foreclosure RFCA 10-3-17 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Request for Qualification 2. Calculation of Miscellaneous Fee -Foreclosure Registration Program 3. Ordinance 4. Fee Resolution 75A-2 Exhibit 1 REQUEST FOR QUALIFICATIONS (RFQ) FOR FORECLOSURE REGISTRATION PROGRAM SERVICES RFQ # 17-079 Issued By: 14aWAST26Y.r ..►/.1 CODE ENFORCEMENT, M-19 20 CIVIC CENTER PLAZA SANTA ANA, CALIFORNIA 92701 Release Date: October 4, 2017 Deadline for Submission: October 18, 2017 By 5:00 PM NO LATE PROPOSALS WILL BE ACCEPTED. The City of Santa Ana reserves the right to reject any or all Proposals, to waive any informality in any Proposal, and to select the Proposals that best meet the City's needs. RFQ: Foreclosure Registration Program Services Page 1 of 7 75A-3 NOTICE By way of this Request for Qualifications (RFQ), the City of Santa Ana Code Enforcement Division ("City") intends to pre -qualify a limited number of third party property management firms to provide professional services for the Registration and Maintenance of Abandoned and Defaulted Mortgage Property ("Foreclosure Registration Program") within the City of Santa Ana. Work under this RFQ is outlined in the Section VI - Scope of Work. The City is committed to non-discrimination and equal opportunity. No person will be discriminated against on the grounds of race, color, sex, religion, national origin, ancestry, age, marital status, physical or mental disability, or sexual orientation. PURPOSE The purpose of this Request for Qualification Proposals ("RFQ) is to solicit competitive proposals from qualified firms to provide third party property management to operate the City of Santa Ana's Foreclosure Registration Program. II. RULES FOR PROPOSALS The signer of the RFQ must declare in writing that the only person, persons, company or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud; and, that the signer of the proposal has full authority to bind the principal proposer. III. SCOPE OF SERVICES The City is soliciting a Statement of Qualifications ("RFQ") from interested firms with the intent of creating a list of pre -qualified respondents. Respondent(s) will be pre -qualified based on the process set forth in the "Selection Process and Award" (Section VIII) of this RFQ. The City intends to have several firms qualified for these services. Respondents will be selected based upon their competency, experience and availability to conduct the work in a timely manner. Services include the following: 1. Respondent shall follow the requirements of the City of Santa Ana enacting legislation for foreclosed property registration. 2. Respondent will work to develop a website link with the City and meet all of the City's security and anti-viral requirements. 3. Respondent agrees to provide a website for the registration of each foreclosed property in order to enable compliance with City legislation. 4. Respondent will proactively contact those that file a public notice of default, foreclosure action, and/or take title to real property via foreclosure or any other legal means. RFQ: Foreclosure Registration Program Services Page 2 of 7 75A-4 5. Respondent will provide electronic registration for applicants of foreclosed properties in violation of the applicable City ordinance. 6. Respondent will pay for all expenses related to registration of all foreclosed properties, and all administrative costs and fees related thereto. 7. Respondent will investigate, report, or take corrective measures monthly to update property status of all foreclosed property electronically registered and in compliance with the relevant City ordinance. 8. Respondent will charge each applicant no more than the amount prescribed by ordinance (per applicant) to register all mortgagees who comply with the ordinance. A non-refundable annual registration fee (amount to be determined) per property shall accompany the registration form or website registration. All fees must be paid directly from the Mortgagee, Servicer, Trustee or Owner. Third party registration fees are not allowed without the consent of the City of Santa Ana or authorized designee. Failure to register abandoned real property on an annual basis or any event of non- compliance with enacting legislation shall result in a penalty fee amount prescribed by the ordinance. 9. Respondent will remit payment of the registration fee to the City minus the agreed upon consideration to Respondent for services rendered no later than the tenth jjQtj2j day of each month. 10. Respondent will provide the City with monthly reports listing the properties on the register, in addition to those that have been added or subtracted since the previous report. 11. The prior month's report is due no later than the tenth (10th) day of the following month and shall be delivered to the following address: City of Santa Ana Code Enforcement 20 Civic Center Plaza — M19 Santa Ana, CA 92701 12. All documents, records, applications, files, and other materials provided in connection with the services rendered under this agreement shall be the property of the City of Santa Ana and shall be provided to the City within seven (7) business days, upon City's request and/or upon the termination of written agreement. 13. The City shall have the right to audit the books, records, and accounts that are related to the agreement. RFQ: Foreclosure Registration Program Services Page 3 of 7 75A-5 Once a qualified respondents list is created, the City will utilize this list and enter into registration service contracts. The list of prequalified proposers shall remain active for a three (3) year period. IV. SUBMITTAL REQUIREMENTS All Proposals shall include the following information: Letter of Introduction - Briefly describe the firm e-mail, and phone number of the contact person the respondent understands of the scope approach to the scope of services. The letter officer of the respondent's firm authorized commitments made in the proposal. The letter must be addressed to: City of Santa Ana Attn: Buyer, Eva Goods, RFP # Purchasing Department, 4t" Floor 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 and the name, address, as well as a summary of of services and overall should be signed by an to bind the firm to all 2. Firm Profile Provide a brief description of your firm's size and organization structure. Relevant Experience and Qualifications Provide a description of your firm's relevant experience and qualifications of key individuals that may be involved in providing Foreclosure Registration Operations and Management services your firm has completed over the last three years. Specifically list any work conducted with governmental entities. Provide resumes for all key personnel. 4. Rate Structure Provide a sheet showing proposed rate per property registration of firm's staff and equipment utilized for tracking foreclosed property registration. References - Provide at least three (3) references (names and current phone numbers) from recent work that may be contacted for verification of the respondent's experience and qualifications. 6. Insurance Requirements - All required insurance must be current and up- to-date in advance and renewed annually. A Respondent may not work for the City of Santa Ana until the appropriate insurance has been RFQ: Foreclosure Registration Program Services Page 4 of 7 75A-6 V. VI. provided and approved by the City Attorney. This shall be verified by City Staff. CONFLICT of INTEREST Responder agrees that, for the term of this contract, no member, officer or employee of the City of Santa Ana, or a public body within Orange County or member or delegate to the Congress of the United States, during his/her tenure or for one year thereafter, shall have any direct interest in contracts or any direct or material benefit arising therefrom. Responder must provide a list of any potential conflicts of interest in working for the City of Santa Ana. This must include, but is not limited to, a list of your firm's clients who are the following: Private clients located or operating within the City of Santa Ana limits. Responders must also identify any other clients that may pose a potential conflict of interest, as well as a brief description of work you provide to these clients. The list must include all potential conflicts of interest within the year prior to the release of this RFQ as well as current and future commitments to other projects. Principals and those performing work for the City of Santa Ana may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. SUBMITTAL of QUALIFICATIONS Your Submittal package shall include the following: • One (1) original and three (3) printed copies of your proposal. • The proposal shall be in Times New Roman, Arial or some similar easily readable font. The size of the font shall not be smaller than 12. • Proposals shall be submitted not later than the time and date indicated on the cover page of this RFQ. • All submittals shall be submitted in a sealed envelope or container and clearly marked with the title of the RFQ on the outside of the parcel, "Request for Qualifications — Foreclosure Registration Program — RFQ # 17-079" • Proposals must be submitted ONLY to: City of Santa Ana Attn: Buyer, Eva Goods, RFP # Purchasing Department, 4th Floor 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 • Faxed and/or emailed proposals shall not be accepted. RFQ: Foreclosure Registration Program Services Page 5 of 7 75A-7 • The City of Santa Ana shall not be responsible for proposals delivered to a person or location other than that specified hereinabove. • Late submittals shall not be accepted or considered. • All submittals, whether selected or rejected, shall become the property of the City of Santa Ana and will not be returned. • The City reserves the right to waive minor defects and/or irregularities in proposals, and shall be the sole judge of the materiality of any such defect or irregularity. • Once opened, all responses become public record and will be available to the public for review. • Cost incurred by the respondent in the preparation of the response to this RFQ is the sole responsibility of the respondent, and will not be reimbursed by the City. • All proposals shall remain firm for one hundred twenty (120) days following the closing date of the receipt of proposals. • Proposals must be received and date stamped by no later than October 18. 2017 at 5:00 p.m. The City of Santa Ana has no authority to accept proposals submitted after the above date and time. Proposals received after the date and time specified in this RFQ will be rejected by the City as non-responsive. VII. SUBMITTAL INFORMATION AND DEADLINE The following represents the tentative schedule for this project. Tasks Date Release of RFQ October 4, 2017 Deadline for Final Questions October 11, 2017 Proposal Submission Deadline October 18, 2017 Evaluation of Proposals TBD Interviews — (If Needed) TBD Selection and Notification of Proposer List TBD VIII. SELECTION PROCESS AND AWARD The City will review the responses to the RFQ and make a determination as to the most responsive, best suited and most qualified to provide the service being requested. Generally, the criteria will include, but not be limited to: RFQ: Foreclosure Registration Program Services Page 6 of 7 75A-8 • The responsiveness to the specific needs of the City and an understanding of the services to be provided. • Experience, expertise and knowledge particular to the City's needs, in providing services of a similar nature. • The skills, education and experience of the respondent (s). • Local businesses preference. For purposes of selection criteria, local is defined as having a headquarters or branch office located in either the City of Santa Ana, or within Orange County. References. • Service Cost/Rates. Following the review, the City will determine the final number of Respondents to be included on the list of pre -qualified respondents. The City will notify all respondents of their pre -qualification status. The top three (3) firms will be awarded a three (3) year contract. IX. QUESTIONS Prospective proposers shall direct all questions to: Alvaro Nunez, Code Enforcement Manager Tel. (714) 647-5871 Email: ANunez@santa-ana.org X. METHOD OF PAYMENT The Consultant shall submit a monthly invoice to the City for the services rendered in that month. The invoice shall include a summary as well as a detailed breakdown of the properties and registration fees collected. Payment by City within 45 days of invoice. XI. REGULATIONS The selected consultant shall be expected to comply with all applicable federal, state, city regulations, and contract provisions. RFQ: Foreclosure Registration Program Services Page 7 of 7 75A-9 75A-10 0 City of Santa Ana Miscellaneous Fee Calculation Department Information Department: Planning and Building Agency- Code Enforcement Miscellaneous Fee Title: Foreclosure Registration Fee Instructions for Calculating the Fee 1) Consider all Personnel Costs involved in this fee (i.e. salary, insurance, retirement, workers comp, etc.) 2) Add all Miscellaneous Costs involved in the fee (i.e. supplies, rents, contracts), only allocate the relevant portion of each cost related to the fee 3) Input the current/proposed fee that is charged Fee (TBD & added atter negotiation process).'_ Fleet quipment Other (Specify) Overhead 12.98% Independent Audit J $ 47.21 $ 2.00 S 49.21 Total Expenses $ 412.96 Current/Proposed Fee $ Full Cost Recovery (Partial Cost Recovery) $ (412.96) Please exolain if not full cost recovery... Independent Audit - $2 per property C.E. Officer -4 inspections a year Consultant fees -To be added based on negotiations EXHIBIT 2 75A-11 Personnel Costs. Salary Employee Costs % of Employment Total Salary& lob Title Current Annual Salary Annual Benefit Cost Dedicated to Benefit Cost Miscellaneous Fee Activity Hourly Employee Costs Hours of Employment Total Wage& Job Title Hourly Rate Hourly Benefit Cost Dedicated to Benefit Cost Miscellaneous F At ivi C.E. Officer 42.53 26.28 4.00 $ 275.24 C.E. Supervisor 50.08 30.93 0.50 $ 40.51 Senior Office Assistant 27.15 20.85 1.00 $ 48.00 _ Miscellaneous Costs Office Supplies $ - Rent $ Utilities $ - Fee (TBD & added atter negotiation process).'_ Fleet quipment Other (Specify) Overhead 12.98% Independent Audit J $ 47.21 $ 2.00 S 49.21 Total Expenses $ 412.96 Current/Proposed Fee $ Full Cost Recovery (Partial Cost Recovery) $ (412.96) Please exolain if not full cost recovery... Independent Audit - $2 per property C.E. Officer -4 inspections a year Consultant fees -To be added based on negotiations EXHIBIT 2 75A-11 75A-12 Exhibit 3 8.1.17 LS ORDINANCE NO. NS-XXXX AN ORDINANCE, ADDING DIVISION 3 TO ARTICLE 10, OF CHAPTER 8 OF THE CITY OF SANTA ANA MUNICIPAL CODE OF TO BE ENTITLED, 'REGISTRATION AND MAINTENANCE OF ABANDONED AND DEFAULTED MORTGAGE PROPERTY"; PROVIDING FOR PURPOSE, INTENT AND APPLICABILITY OF THE ORDINANCE REQUIRING THE REGISTRATION AND MAINTENANCE OF CERTAIN REAL PROPERTY BY MORTGAGEES; PROVIDING FOR PENALTIES AND ENFORCEMENT, AS WELL AS THE REGULATION, LIMITATION AND REDUCTION OF REGISTRABLE REAL PROPERTY WITHIN THE CITY 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 City Council desires to protect the public health, safety and welfare of the citizens of the City of Santa Ana and maintain a high quality of life for the citizens of the City through the maintenance of structures and properties in the City. B. Vacant and abandoned residential and commercial properties are a significant problem and can depreciate property values, reduce property tax revenue, attract crime, degrade the quality of life within the community and foster an unsafe and unhealthy environment for residents. C. The foreclosing party or property owners are often out of state, and there is no local contact for such a property, which makes it difficult to notice the proper party of the violations of the municipal code, and to maintain the requisite level of maintenance and security on such structures or lots. D. The Council has a vested interest in protecting neighborhoods against decay caused by registrable property and concludes that it is in the best interests of the health, safety, and welfare of its citizens and residents to impose registration requirements of registrable property located within the City to discourage registrable property owners and mortgagees from allowing their properties to be abandoned, neglected or left unsupervised. E. The Council desires to amend the City's code in order to establish a property registration process that will identify a contact person to address safety and aesthetic concerns to minimize the negative impact and conditions that occur as a result of vacancy, absentee ownership and the foreclosure process. Ordinance No. NS-XXXX Page 1 75A-13 F. The City Council finds that the implementation of the following changes and additions will assist the City in protecting neighborhoods from the negative impact and conditions that occur as a result of vacancy, absentee ownership and lack of compliance with existing City regulations and laws. Section 2. Pursuant to the California Environmental Quality Act ("CEQA") and the state CEQA Guidelines, the adoption of this Ordinance is exempt from CEQA review pursuant to California Code of Regulations section 15061(b)(3), which is applicable if it can be seen with certainty that there is no possibility that the project may have a significant effect on the environment. As a result, a Notice of Exemption will be filed upon the adoption of this ordinance. Section 3. The City hereby amends the Santa Ana Municipal Code ("SAMC") by adding Division 3 to Article 10 of Chapter 8, entitled "Registration and Maintenance of Abandoned and Defaulted Mortgage Properties' to read as follows: DIVISION 3. REGISTRATION AND MAINTENANCE OF ABANDONED AND DEFAULTED MORTGAGE PROPERTIES 8-1982. Purpose. It is the intent of the City Council, through the adoption of this division, to establish a mechanism to protect neighborhoods from becoming blighted through the lack of maintenance and security of abandoned and vacant properties; to establish an abandoned property registration program and to set forth guidelines for the maintenance of such properties. 8-1983. Definitions. For the purpose of this Division the following terms, phrases and words, shall have the meaning set forth below: "Abandoned" means any real property that is vacant or shows evidence of vacancy, and (1) is subject to a current notice of default and/or notice of trustee's sale, pending tax assessors lien sale and/or (2) is the subject of a foreclosure sale resulting in the acquisition of title by an interested beneficiary of a deed of trust, and/or (3) was conveyed to the current owner under a deed in lieu of foreclosure/sale. "Abatement order" means a notice of violation, notice and order, or administrative citation. As used in this chapter, the terms "abate" and "abatement" means action to repair, replace, remove, destroy, terminate, or otherwise remedy the condition or activity in question by such means and in such manner as is necessary in the interests of the health, safety or welfare of the public. (SAMC Section 17-4) "Accessible Property" means real property that is accessible to the public, either, in general or through an open and unsecured door, window, gate fence, wall, etc. "Accessible Structure" means a building or structure that is not secured or is open in such a way as to allow public or unauthorized access to the interior. Ordinance No. NS-XXXX Page 2 75A-14 "Administrative Penalty Payment Due Date" means the date that is the 10th day after the issuance of an abatement order, a notice of violation issued pursuant to SAMC Section 1- 21.7(l). "Agreement" means any written instrument that transfers or conveys title to residential or commercial real property from one owner to another after a sale, trade, transfer or exchange. "Beneficiary" means a lender participating in a real property transaction that holds a secured interest in the real property in question identified in a deed of trust. "Buyer" means any person, partnership, association, corporation, fiduciary or other legal entity that agrees to transfer anything of value in consideration for real property via an agreement. "Dangerous Building" means any building or structure reasonably deemed by authorized City staff to represent a violation of any provision specified in the Uniform Code for the Abatement of Dangerous Buildings, International Property Maintenance Code, and California Health and Safety Code section 17920.3. "Days" means Calendar days. "Deed of Trust" means an instrument whereby an owner of real property, as trustor, transfers a secured interest in the real property in question to a third party trustee, as security for a loan issued in the context of a real property transaction. This definition applies to any and all subordinate deeds of trust; i.e., 2nd trust deed, 31d trust deed, etc. "Deed In Lieu Of Foreclosure" means a recorded instrument that transfers ownership of property from the trustor to the holder of a deed of trust upon consent of the beneficiary of the deed of trust. "Default" means the material breach of, or failure to fulfill, a legal or contractual duty arising from or relating to a deed of trust. "Distressed" means any building, structure or real property that is subject to a current notice of default and/or notice of trustee's sale, pending tax assessors lien sale and/or any real property conveyed via a foreclosure sale resulting in the acquisition of title by an interested beneficiary of a deed of trust, and/or any real property conveyed via a deed in lieu of foreclosure/sale, regardless of vacancy. "Enforcement Official" means the City Manager, the Building Official, and/or any employee or agent of the City of Santa Ana designated and/or charged with enforcing this Code, including but not limited to applicable codes adopted by reference therein. "Evidence of Vacancy" means any real property condition that independently, or in the context of the totality of circumstances relevant to that real property would lead a reasonable Ordinance No. NS-XXXX Page 3 75A-15 enforcement official to believe that a property is vacant or occupied by a person without a legal right of occupancy. Such real property conditions include but are not limited to: overgrown or dead vegetation; accumulation of newspapers, circulars, flyers or mail; past due utility notices or disconnected utilities; accumulation of trash, junk or debris; the absence of window coverings such as curtains, blinds or shutters; the absence of furnishings or personal items consistent with residential habitation; and/or statements by neighbors, passersby, delivery agents, government employees that the property is vacant. "Foreclosure" means the legal process by which a mortgagee, or other lien holder, terminates a property owner's equitable right of redemption to obtain legal and equitable title to the real property pledged as security for a debt or the real property subject to the lien. This definition shall include, but is not limited to, public notice of default, a deed -in -lieu of foreclosure, sale to the mortgagee or lien holder, certificate of title and all other processes, activities and actions, by whatever name, associated with the described process. The process is not concluded until the property obtained by the mortgagee, lien holder, or their designee, by certificate of title, or any other means, is sold to a non -related bona fide purchaser in an arm's length transaction to satisfy the debt or lien. "Local" means within 40 driving miles of the subject building, structure or real property. "Neighborhood Standard" means the condition of real property that prevails in and through the neighborhood where an abandoned building, structure or real property is located. When determining the neighborhood standard no abandoned or distressed building, structure or real property shall be considered. "Notice of Default" means a recorded instrument that reflects and provides notice that a default has occurred under a deed of trust, and that the beneficiary intends to proceed with a trustee's sale. "Notice of Trustee's Sale" means a document prepared and recorded by the trustee that sets forth the day, date and time of the trustee's sale, describes the property to be sold, and gives an estimate for the unpaid debt on the deed of trust secured by the property. "Out of Area" means in excess of 40 road or driving miles of the subject building, structure or real property. "Owner" means any person, partnership, association, corporation, fiduciary or other legal entity having a legal or equitable title or any interest in real property. "Owner of Record" means any person shown as the owner of land on the last equalized assessment roll produced by the Orange County Recorder's Office. "Property" means any unimproved or improved real property designed or permitted to be used for commercial, residential or dwelling purposes, or portion thereof, including but not limited to building or structures located on said real property, regardless of condition. Ordinance No. NS-XXXX Page 4 75A-16 "Registrable Property" means any real property located in the City, whether vacant or occupied, that is encumbered by a mortgage in default, is subject to an ongoing foreclosure action by the Mortgagee or Trustee, is subject to an application for a tax deed or pending tax assessors lien sale, or has been the subject of a foreclosure sale where the title was transferred to the beneficiary of a mortgage involved in the foreclosure and any properties transferred under a deed in lieu of foreclosure/sale. The designation of a "default/foreclosure" property as "registrable" shall remain in place until such time as the property is sold to a non -related bona fide purchaser in an arm's length transaction or the foreclosure action has been dismissed and any default on the mortgage has been cured. "Residential Building" means any improved real property, or portion thereof, designed or permitted to be used for dwelling purposes, including buildings and structures located on such improved real property. This includes any real property being offered under any circumstances for sale, trade, transfer, or exchange as "residential," whether or not said property is legally permitted and zoned for such use. "Secure" means such measures as may be directed by an enforcement official that assist in rendering real property inaccessible to unauthorized persons, including but not limited to repairing fences and walls, chaining/pad locking gates, the repairing or boarding of doors, windows or other openings. Such measures shall be implemented in conformance with all applicable standards of the United States Department of Housing and Urban Development. "Tax assessor's lien sale" means the sale, conducted by the Assessor of Orange County, of tax liens for delinquent taxes on the property. "Trustee" means any person, partnership, association, corporation, fiduciary or other legal entity holding a deed of trust securing an interest in real property for the benefit of the beneficiary. "Trustor" means any owner/borrower identified in a deed of trust, who transfers an interest in real property to a trustee as security for payment of a debt by that owner/borrower. "Vacancy/Vacant" means any building, structure or real property that is unoccupied or occupied by a person without a legal right of occupancy. 8-1984. Duty to record instrument for property transfer. Within 10 days of a property transaction involving a change in the identity of an owner or the owner of record, or alternatively a transfer/assignment of a loan or deed of trust secured by residential or commercial property, each beneficiary and trustee engaged in said transaction or transfer/assignment shall record, with the Orange County Recorder's Office, an instrument evidencing such transaction, transfer or assignment. This instrument shall reflect the identity, mailing address and telephone number of the trustee and beneficiary responsible for receiving Ordinance No. NS-XXXX Page 5 75A-17 payments associated with the loan or deed of trust in question. This duty/obligation shall be joint and several among and between all trustees and beneficiaries and their respective agents. 8-1985. Registration. A. Each beneficiary and trustee, who holds a deed of trust on a property located within the City of Santa Ana, shall perform an inspection of the property that is security for the deed of trust upon default by the trustor prior to recording a Notice of Default or similar instrument with the Orange County Recorder's Office. B. If such inspection shows that the property is abandoned, the owner, beneficiary or trustee shall, within 10 days of the inspection, register the property with the City's Code Enforcement division on forms provided by the City. C. If the property is occupied but distressed, the trustee and beneficiary or a designee shall inspect the property on a monthly basis until: 1. The trustor or another party remedies the default; or 2. The property is found to be vacant or shows evidence of vacancy, deemed abandoned and registered subject to subsection B of this section. D. The registration required pursuant to subsection B of this section shall contain the identity of the beneficiary and trustee, the direct mailing address (no postal box address), email address and phone number of the beneficiary and trustee and, in the case of a corporate or out of area beneficiary or trustee, the local property management company, if any, responsible for the security, maintenance and marketing of the property in question. E. The registration pursuant to subsection B of this section shall be renewed annually F. This section shall also apply to properties that have been the subject of a foreclosure sale wherein title has been transferred to the beneficiary of a deed of trust involved in the foreclosure, and to any properties transferred under a deed in lieu of foreclosure. G. Properties subject to this chapter shall remain subject to the annual registration requirement, security and maintenance standards of this division as long as they remain vacant and/or abandoned. H. Any person, partnership, association, corporation, fiduciary or other legal entity that has registered a property under this chapter must make a written report to the City's Code Enforcement Division of any change of information contained in the registration within 10 days of the change. I. If the mortgage on a registrable property is sold or transferred, the new Mortgagee is subject to all the terms of this Article and within 5 days of the transfer must register the property and pay a registration fee in accordance with this Article. Any Ordinance No. NS-XXXX Page 6 75A-18 previous unpaid annual registration fees are the responsibility of the new Mortgagee or Trustee and are due and payable with their initial registration. J. If the Mortgagee owner of a foreclosed real property sells or transfers the property to a non -arm's length related person or entity, the transferee is subject to all the terms of this Article and within 5 days of the transfer must register the property and pay a registration fee in accordance with this Article. Any previous unpaid annual registration fees are the responsibility of the new Registrable property owner and are due and payable with their initial registration. K. As long as the property is Registrable it shall be inspected by the Mortgagee, or designee, monthly. If an inspection shows a change in the property's occupancy status the mortgagee shall, within ten (10) days of that inspection, update the occupancy status of the property registration. L. Mortgagees who have existing registerable property on the effective date of this ordinance have 30 calendar days from the effective date to register the property with the City, or its designee, on forms or other manner as directed, and indicate whether the property is vacant or occupied. 8-1986. Maintenance requirements. It is declared a public nuisance for any person, partnership, association, corporation, fiduciary or other legal entity, that owns, leases, occupies, controls or manages any abandoned property to cause, permit, or maintain any property condition contrary to any provision of this chapter. The following maintenance standards shall apply to any abandoned or vacant property: A. Any abandoned property shall be maintained in compliance with the requirements of this chapter and Santa Ana Municipal Code Chapters 16, Chapter 41, the Uniform Code for the Abatement of Dangerous Buildings, International Property Maintenance Code and California Health and Safety Code section 17920.3. B. Abandoned property shall be kept free of weeds, dry brush, dead vegetation, excessive foliage growth, trash, junk, debris, building materials, any accumulation of newspaper, circular flyers, notices (except those required by federal, state or local law), discarded personal items including but not limited to, furniture, clothing, large and small appliances, printed material or any other items that give the appearance that the property is abandoned. C. Abandoned property shall be maintained free of graffiti, tagging or similar marking in accordance with Article IV of Chapter 10 of the SAMC. Any removal or painting over of graffiti shall be with an exterior grade paint that matches the color of the exterior of the structure. D. Visible front and side yards shall be landscaped and maintained to the neighborhood standard. Landscaping includes, but is not limited to, grass, ground covers, bushes, shrubs, hedges or similar plantings, decorative rock or bark or Ordinance No. NS-XXXX Page 7 75A-19 artificial turf/sod designed specifically for residential installation and standards listed in the Santa Ana Municipal Code Santa Ana Municipal Code 41-609 "Landscape", and abide by the Planning and Public Works division landscape standards. Landscaping does not include weeds, gravel, broken concrete, asphalt, plastic sheeting, mulch, indoor -outdoor carpet or any similar material. E. Pools and spas shall be kept in working order so that water remains clear and free of pollutants, mosquito larvae, and debris, or alternatively shall be drained and kept dry. In either case, properties with pools and/or spas must comply with the minimum security fencing requirements set forth in Article XIII of this Chapter and minimum state standards, whichever is more restrictive. F. Adherence to this section does not relieve the beneficiary/trustee or property owner of obligations set forth in any covenants conditions and restrictions and/or homeowners association rules and regulations which may apply to the property. An enforcement official may allow exceptions to the maintenance standards set forth in this section for abandoned property that is under construction and/or repair, that is diligently pursued for at least three (3) business days per week, and is undertaken in compliance with all applicable laws including but not limited to City permitting requirements. 8-1987. Security requirements. A. Abandoned and vacant properties shall be secured so as not to be accessible to unauthorized persons. B. Securing of abandoned property includes but is not limited to closing and locking of windows, doors (walk-through, sliding and garage), gates and any other opening that may allow access to the interior of the property and or structure(s). In the case of broken windows securing means re -glazing or boarding the window. C. If the abandoned property is owned by a corporation and/or out of area beneficiary/trustee/owner, a local property management company shall be contracted to perform weekly inspections to verify that the abandoned property is maintained in accordance with the requirements of this section, and any other applicable laws. D. The property shall be posted with the name and 24-hour contact phone number of the local property management company. The posting shall be no less than 18" x 24", shall be of a font that is legible from a distance of forty-five (45) feet, and shall contain the following verbiage: 'THIS PROPERTY MANAGED BY " and 'TO REPORT PROBLEMS OR CONCERNS CALL (name and phone number)." E. The posting shall be placed on the interior of a window facing the street to the front of the property so it is visible from the street, or secured to the exterior of the building/structure facing the street of the front of the property so it is visible from the Ordinance No. NS-XXXX Page 8 75A-20 street. If no such area exists, the posting shall be on a stake of sufficient size to support the posting, in a location that is visible from the street to the front of the property, and to the extent possible, not readily subject to potential vandalism. Exterior posting must be constructed of, and printed with weather resistant materials. F. The local property management company shall inspect the property on a weekly basis to determine if the property is in compliance with the requirements of this division. If the property management company determines the property is not in compliance, it is the company's responsibility to bring the property into compliance. G. The duties and obligations specified in this section shall be joint and several among and between all trustees and beneficiaries and their respective agents. 8-1988. Additional authority. In addition to the enforcement remedies established in this division, the City shall have the authority to require the beneficiary, trustee, owner or owner of record of any property affected by this section, to implement additional maintenance and/or security measures including but not limited to, securing any and all doors, windows or other openings, installing additional security lighting, increasing on-site inspection frequency, employment of an on-site security guard or other measures as may be reasonably required to secure and reduce the visual decline of the property. 8-1989. Fees. An annual non-refundable Foreclosed Vacant property registration fee shall be paid to City at the time of registration, annually thereafter on January 15t each year and must be received no later than January 31 of the year due. If the foreclosed and/or abandoned property is sold or transferred within a calendar year to a new banklowner it will need to register the foreclosed and/or abandoned property; the annual fee is not transferrable. The fee for registering and re- registering a foreclosed and/or abandoned property shall be set, from time to time, by resolution of the City Council. The amount of the fee shall not exceed the cost of administering the provisions of this chapter. Additional hourly inspection fees as set forth in the City's Miscellaneous Fee resolution may be levied on a Property for staff time to inspect and enforce the provision of this Code when a complaint has been filed on a Property subject to this article. 8-1990. Enforcement. A. Any violation of this division shall be treated as a strict liability offense; a violation shall be deemed to have occurred regardless of a violator's intent. B. Any person, partnership, association, corporation, fiduciary or other legal entity, that owns, leases, occupies, controls or manages any abandoned property and causes, permits, or maintains a violation of the chapter as to that property, shall be guilty of Ordinance No. NS-XXXX Page 9 75A-21 a misdemeanor, and upon conviction thereof, may be punished as provided in SAMC section 1-8. C. This section is intended to be cumulative to, and not in place of, other rights and remedies available to the City pursuant to this Code. As an alternative to the violation and penalty specified in this section, the City Attorney or enforcement official may pursue any other right or remedy permitted by this Code, including, but not limited to, commencement of any civil action, or administrative action to abate the condition of a property as a public nuisance pursuant to SAMC sections 1-21 through 1-21.9. D. If an enforcement officer determines that the owner of abandoned property has failed to maintain that property as obligated under California Civil Code Section 2929.3 and in accordance with this chapter, the City may impose a civil fine against the owner of up to one thousand dollars ($1,000) per day, or an amount set by the City's Miscellaneous Fee Schedule as amended from time to time, for each day that the owner fails to maintain the property commencing on the day following the expiration of the period to remedy the violation as set forth in the notice provided pursuant to subsection E. E. If the City chooses to impose a fine pursuant to subsection D of this section, it shall give notice of the alleged violation to the owner. The notice shall include a description of the conditions that gave rise to the violation, and notice of the City's intent to assess a civil fine if action to correct the violation is not commenced within a period of not less than 14 days and completed within a period of not less than 30 days. The notice shall be mailed to the name and address provided in the deed or other instrument for mailing future tax statements, or, if none, to the return address provided on the deed or other instrument. F. The City shall provide a period of not less than 30 days for the legal owner to remedy the violation prior to imposing a civil fine. Notwithstanding the foregoing, the City may provide less than 30 days' notice to remedy a condition before imposing a civil fine if the entity determines that a specific condition of the property threatens public health or safety and provided that notice of that determination and time for compliance is given. G. The City shall provide an owner who wishes to contest any fines imposed pursuant to subsection D a hearing and opportunity to be heard in accordance with the procedures for administrative citations contained in Chapter 1.14 of this Code. H. Payment of the administrative and civil penalties shall not excuse the failure to correct the violation nor shall it bar further enforcement action. Ordinance No. NS-XXXX Page 10 75A-22 8-1991. Appeals. Any person aggrieved by any of the requirements of this division may appeal a determination made hereunder in the manner specified with respect to appeals under SAMC Section 1-21.8 through 1-21.9 or SAMC Chapter 3. 8-1992. Joint and several liability. The duties/obligations specified in this division shall be joint and several among and between all trustees and beneficiaries and their respective agents. Section 4. The charges and fees authorized by Section 8-1989 of this Code shall be set forth in a fee schedule established by concurrent resolution. Such charges and fees shall be incorporated into, and where appropriate, supersede the City's Uniform Schedule of Miscellaneous Fees for Fiscal Year 2017-18. Section 5. 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 Aha 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 6. The Clerk of the Council shall certify the adoption of this ordinance and shall cause the same to be published as required by law. ADOPTED this day of 2017. Miguel A. Pulido Mayor APPROVED AS TO FORM Sonia R. Carvalho, City Attorney By: k::iv G/ Lisa Storck Assistant City Attorney Ordinance No. NS-XXXX 75A-23 Page 11 AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS- 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 75A-24 Ordinance No. NS-XXXX Page 12 Exhibit A LS 10.3.17 RESOLUTION NO. 2017 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING THE FORECLOSED VACANT PROPERTY REGISTRATION FEE IN ACCORDANCE WITH ARTICLE 3 OF DIVISION 3 OF CHAPTER 8 OF THE SANTA ANA MUNICIPAL CODE 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 3, 2017, the City Council of the City of Santa Ana placed on first reading and approved Ordinance No. NS- adding Division 3 to Article 3 to Chapter 8 of the Santa Ana Municipal Code regarding the registration and maintenance of abandoned and defaulted mortgage property. B. Section 8-1989 of the Santa Ana Municipal Code authorizes an administrative fee related to the registration, inspection and enforcement regarding such abandoned and defaulted mortgage property that is to be established by resolution. C. Based on analysis and evaluation of staff time, equipment, and materials, this fee is recommended as set forth below. D. This fee shall become effective concurrently with the effective date of Ordinance No. NS- and shall be incorporated into the City's Uniform Schedule of Miscellaneous Fees for Fiscal Year 2017-18, as updated annually. Section 2. The City Council hereby establishes the annual administrative fee relating to the registration, inspection and enforcement regarding such abandoned and defaulted mortgage property. The fee will include both City staff costs and consultant costs. City staff costs are.$4.12:96 per property. Consultant costs will be added into the fee when a consultant is selected and contracted with to assist and manage the program. Section 3. Without further action of the City Council, the above -referenced fee established by this Resolution shall be incorporated into the City's Uniform Schedule of Miscellaneous Fees for Fiscal Year 2017-18 and updated annually. i Resolution No. 2017 -XXX Page 1 of 2 75A-25 LS 10.3.17 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 2017. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, CityAttorney By: E�r� 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 certify the attached Resolution No. 2017- to be the original resolution adopted by the City Council of the City of Santa Ana on 2017. Date: Clerk of the Council City of Santa Ana 75A-26 Resolution No. 2017 -XXX Page 2 of 2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 3, 2017 TITLE: PUBLIC HEARING - ZONING ORDINANCE AMENDMENT NO. 2017-02 AND TENTATIVE TRACT MAP NO. 2017-01 FOR THE ARTISAN AT SOUTH COAST A 42 - UNIT SINGLE FAMILY RESIDENTIAL PROJECT AT 2001 WEST MACARTHUR BOULEVARD — SHEA HOMES, APPLICANT {STRATEGIC PLAN NOS. 3, 2, 5; 5,z3} CLERK OF COUNCIL USE ONLY: APPROVED ,❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Adopt an ordinance approving Zoning Ordinance Amendment No. 2017-02. 2. Adopt a resolution approving Tentative Tract Map No. 2017-01 as conditioned. PLANNING COMMISSION ACTION At its regular meeting on September 11, 2017, the Planning Commission recommended that the City Council adopt an ordinance approving Zoning Ordinance Amendment No. 2017-02 to amend standards within the Specific Development No. 4 (SD -4) zoning district and adopt a resolution approving Tentative Tract Map No. 2017-01 as conditioned to allow The Artisan at South Coast residential project at 2001 West MacArthur Boulevard. The Planning Commission added two conditions of approval to the tentative map. The first condition is the addition of language to the CC&R's requiring that the two -car garages to be used for parking only. A second condition requiring an amendment to the traffic study to analyze the potential for a stop sign at the intersection of Jaguar Way and the entry/exit to the community was also added (Exhibit A). DISCUSSION Shea Homes is proposing to construct the Artisan at South Coast, a 42 -unit, single-family residential development within a gated community. The residences will range in size from 2,819 square feet to 3,038 square feet, will be two stories high, and will contain a minimum of three bedrooms and four bathrooms. Plan 1 will have a flex space that can be used as either a fourth bedroom or a den, with the Plan 2 incorporating an "In -Law Suite" into the residences. Four parking spaces will be provided for each unit, with two spaces in the garage and two spaces in the 7513-1 ZOA No. 2017-02 & TTM No. 2017-01 — The Artisan at South Coast Residential Project at 2001 West MacArthur Boulevard October 3, 2017 Page 2 driveway. Four different architectural styles have been provided for this development, including a Spanish, Monterey, English Revival and Prairie themed product. The project will also include a 7,053 -square -foot lot that will be dedicated as an open space amenity for the development. The parcel will include features such as a tot lot, fitness park, open play turf area and a boulder garden. Full-sized plans are available for public viewing in the Clerk of the Council Office. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Objective #5 (leverage private investment that results in tax base expansion and job creation citywide); and Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There is no fiscal impact associated with this action. Candida Neal, AICP Acting Executive Director Planning & Building Agency VF:rb S:RFCA\10-03-17\ZOA17-02 TTM17-01 The Artisan at So Coast.cc Exhibit: A. Planning Commission Staff Report B. Ordinance C. Resolution 75B-2 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: SEPTEMBER 11,,2017 TITLE: PUBLIC:HEARING — FILED BY SHEA HOMES F.OR- ZONING"ORDINANCEAMENDMENT NO. -2017-02 AND TENTATIVE TRACT MAP NO„ 2017-01 FOR - THE -ARTISAN AT SOUTH COAST RESIDENTIAL PROJECT AT2001 WEST MACARTHUR BOULEVARD {STRATEGIC.PLAN NOS. 3,2; 3,6; 5,3) Prepared by Vince Fregoso Acting Executive hector RECOMMENDED ACTION Recommend'that the City Council: PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing, For DENIED El Applicant's Request ❑ Staff Recommendation CONTINUED TO Acting P nnm anager 1. Adopt an ordinance, approving ZoningOrdinance Amendment No. 2017-01 2. Adopta resolution approving Tentative.Tract Map No. 2017-01 as conditioned. Executive Summary Gina Gordon, on behalf of Shea Homes; is requesting approval of a zoning ordinance amendment to amend :standards within the Specific Development No. 4 (SD -4) -zoning district, as well as` a, tentative ,tract. map to a11ow The. Artisan at South Coa" f a 42 -unit, single family residential development at 2001 West MacArthur Boulevard; Based on the analysis of the proposal, staff is recommending approval of the request to allow :the proposed development project due to :its consistency with the General Plan and compliance.with. the intent of the SD74 zoning district. Table 1: Project and Location Information Item �� - ;Inforri�atlon+ ' Project Addresses 2001 West MacArthur Boulevard - Nearest Intersection MacArthur Boulevard and Jaguar Wa General Plan Designation Low Density Residential LR -7) Zonin Designation Specific De I menl-No.4 SD-4JArmstron Ranch) Surrounding Land .Use s. (Exhibit 2) North Church/Birt Ie=Family: Residential and a YMCA East I Single-Farmiy Residential South Single and Multi -Family Residential and Greenville Elemental .School West I Se erslrom High School Property Size 6.7 -acres EXHIBIT A 75B-3 ZoA No. 2017-02 & TTM No. 2017-01 September 11 i,2017 Page 2 Fltiihf: Infdr-Matibn_ ' Existing.Site Development The site is currently 15 -acre parcel of land that'contafns the Christ Our Savior Church on the northern section of the site. The remainder of the site is vacant. Use Permissions SinglenFamily Single-FamilyResidential.is en-6itted in the SD4 zoning district. Zoning Code Sections Affected .Uses I SAMC Section 41-593 Operational Standards I SAMC Sections 41-593.3, Project Description Shea Homes is requesting approval of The Artisan at South Coast; a 42 -unit, single-family residential development within a gated, community. The residences will range in size from 2,819 square feet to 3;038 square feet. Each residence will be two stories high and will contain a minimum of three bedrooms.and four bathrooms. The Plan 1 model will have a flex space that can be used as either a fourth bedroom or a den,'with the Plan 2 model incorporating an "In=Law Suite" into'the residences. Four parking spaces will be provided for each unit, with two spaces located within the garage and,two..spaces in the driveway. Four different architectural styles have been provided for this development, including a Spanish, Monterey,. English Revival and Prairie themed product. All four products will incorporate enhanced architectural elements, including complete. architectural treatments on all sides of the structures. The architecture and, color selections 'have; been designed to fit within the: context of the surrounding area and will enhance the aesthetic and functional appeal of the community. The elevations_ have been designed with differentiated architectural elements to make each style distinctive. To facilitate the sale of the residences, the lot is proposed to be subdivided into 42 single-family lots that will -range in size from 4,01g square feet to 8,608 square feet. Overall, the lots will average 4,677 square feet, which is less than the minimum lot size of 6,000 square feet typically required in the City. The project will also include a 7,053 -square -foot lot that will be dedicated as an open space amenity for the development. The open space parcel will ,provide a recreational amenity to the community. The parcel will include features such as a tot lot, fitness park, open play turf area and a boulder garden. Additional enhancements and amenities such as decorative paving, shade structures :and enhanced landscaping will 'also be incorporated into the overall project design. Landscape colors and materials have been selected that will be in harmony with the architecture with pedestrian pathways linking the common area and residences. 75B-4 ZOA No. '2017-02 & TTM No. 2017-01 September 11, 2017 Page 3, Table,2:Develooment:Standards Standard Re uired=b .,SAMC Provided': Permitted Uses Agriculture, Single -Family Dwellings and Accessory Buildings Complies Lot Size 6,000 square feet 4.01 9 -square -foot minimum Front Yard Setback' 20 feet 19 feet Side yard Setback 5 feet q feet, six inches Rear yard Setback 20 feet 10 feet minimum Building Height 35 feet Com lies. 28 feel Parking 4 spaces, with 2 located in a aro e Complies Project Background The'prcject site is located.within a 90 -acre parcel of land known as Armstrong Ranch. Armstrong" Ranch was historically _used as. an agricultural parcel until the late 1990s, when the former owners, ceased use of the site. as a lima bean field and initiated the necessary'entitlements for development. In 2002, the. City'approved entitlements for a mixed-use development that included. a public high school, a 30;000 -square -foot YMCA facility and a 156 -unit, single-family residential development by Shea Homes. Of the 90. -acre parcel, approximately 15 acres was.set aside for the construction of a.2,700 -seat, 100,000 -square -foot Cathedral Parish, which was entitled in 2004. Prior to submitting plans into building plan check, the Diocese was able to purchase the, Crystal Cathedral in GardenGrove, thereby eliminating the; need for Cathedral on the subject site'. However, in anticipation of establishing the Cathedral at this location, the Diocese opened the Christ Our Savior Church on the northern section.of, the site. This church is currently -operational, with separate plans under review for a permanent church on its current site. Since the .entire 15 acre parcel is no longer needed, the Diocese is selling the southern, 6.7 acres to Shea Homes for their proposed project: Project Analysis Shea Homes is requesting approval of a zoning ordinance amendment and.a tentative tract map to allow the construction of The Artisan at South Coast, a 42 -unit, for-sale.single4amily residential development. The following sections of this report provide analyses for each of the proposed action items and the basis for staffs recommendation of approval for the project. 75B-5 ZOA No. 2017-02 & TTM No. 2.017-01 September 11, 2017 Page 4 Zoninq Ordinance Amendment The subject parcel is located within the, Specific Development No. 4 (SD -4y zoning district. This unique zoning designation allows a specific sef of .uses such as crop agriculture, single family dwellings, and accessory buildings. This designation also allows churches, community service centers and wireless facilities as conditionally permitted uses. This zoning designation was originally adopted in May 1977 and was revised in October 2002. The purpose and intent of an SD designation is to :address unique circumstances that are ,applicable to parcels,but are not, permitted by the Zoning Code. An example is the adoption of an SD to allow a mixed, use `development_ that is not, psrrnitted by the existing residential or commercial -zoning districts. For this specific proposal, the applicant is proposing to amend the SD -4 document to allow,a small -lot subdivision project on this site., Staff is recommending approval of the applicants request"for several reasons. First, larger parcels of vacant land are extremely limited in the.City, with larger parcels zoned for single-family residential development such as this parcel practically nonexistent. Modifying the zoning to encourage a small lot residential product will "allow the development of a. vacant, underutilized parcel with a well-designed, viable development. Second, the small lot produ*of maximizes the use of the, parcel and, results in a more efficient use of available land. Third, approval of the project will allow the construction of a resideritial,project that will provide a variety of housing products and choices to residents of the City. Finally, due to the reduced parcel size, the proposed project will provide a more affordable housing product in the area that may allow young people to shift from living in an apartment to a single-family residence. The small lot product will also appeal to empty nesters .that are looking to downsize into,a smaller home. The proposed project will be consistent and would support several goals and policies of the General Plan. First, the project would be consistent with the Housing Element, including Goal 2 which encourages diversity of .quality housing, affordability levels; and living experiences that accommodate Santa Ana's residents and workforce of all household types,: income levels and agegroups to foster an inclusive community. Second; the project would support Goal 4, to provide adequate rental and ownership housing opportunities and supportive services. Further;, the project would be consistent with several Housing Element policies: Policy HE -2.4 to facilitate diverse types, prices and sizes of housing; and Policy HE -2:6 to provide an affordable component within eligible.ownership housing projects. 75B-6 ZOA No: 2017-02 & TTM No. 2017-01 September 11, 2017 Page 5 Tentative Tract Ma Tentative tract map requests are governed by Section 34-119 through 34-318 of the SAMC. Tentative tract map requests may be granted when it can be shown that the project is consistent with all elements of the General Plan, conforms to all zoning and subdivision codes, is physically suitable for the type and density of the project,, will not cause substantial environmental damage or avoidably injure fish and wildlife or their habitat, will not cause serious public health problems, and will not conflict with easements necessary for public access through or use of the property. The applicant is proposing to subdivide the existing 6.7 -acre parcel of land into 43 lots, with 42 lots dedicated to single-family residences, and one lot for open space purposes. Based on a review.of the tentative map. by the Planning Division. and Public Works Agency, the project has been designed to be in compliance with the applicable developmentstandards found in Chapters 34 (Subdivisi(in) and 41 (Zoning) of the -Santa Ana Municipal Code and with the applicable SD -4 zoning document. The project will promote a .development suitable for the site' and will provide an additional opportunity to -purchase a residence in the City. The project will also contribute to the promotion of .jobs -housing balance in this area of the City. Additionally, the development, through the construction of the proposed public improvements and site amenities, will contribute to the enhancement of a portion.of the city that.has seen minimal investment in recent years. Based on the initial study prepared for the project; no environmental or fish and wildlife impacts will occur since the parcei.is vacant. Finally, the development of the site will not result in any serious public health problems nor are there any public easements recorded on the,subject site. Approval of the tract map will be consistent with the goals and policies identified in the. City's General Plan. Goal 1 of the Land Use Element encourages the City to prorimote a balance of land uses to address. basic. community needs. This development proposal will result in the construction of move -up single-family housing, which is not typically found in Santa Ana. The project is also consistent with Goal 3 to, preserve and improve the character and integrity of existing neighborhoods. Approval of this project will enhance the character of the immediate, area as well as the neighborhoods that surround the development; resulting in an increase in property values. The project is also consistent with Goal 6 to reduce residential overcrowding to promote public health and safety. This project will result in the construction of 42 residential units, thereby providing,an opportunity for residents to, move into a housing development built to current building code standards. Policy No. 1.5 promotes the maintenance and fostering of a variety of residential land uses in the City, Policy No. 2.4 supports pedestrian access between commercial uses, and residential neighborhoods which are in close proximity, :and Policy No. 3.1 supports development which provides a positive contribution to neighborhood character and identity. 75B-7 ZOA No, 2017-02 & TTM No. 2017-01 September 11, 2017 Page 6 Table 3: CEQA. Strategic Plan Alignment and Public Notification & Community Outreach «CEQA;<Straie is Plan.Ali nment;=ands�Public>Notif!cation,&_Corrimun t :Outreach; CEQA" CEQA-Type Subject to -a previouslyEIR Reason(s) As part of the City's permitting process, the,proposed project is required to undergo Exempt or Analysis an environmental review in accordance with the California Environmental Quality Act (CEQA). In accordance with CEQA, the recommended actions have been reviewed through an Initial Study (ER No. 2016-143), The proposed project has been reviewed through an Addendum to the.previously certified Environmental Impact Report 2000-01. CEQA guidelines (California Code of Regulations 15000, et seq.) authorizes the use of an addendum for the purpose of making minor or technical changes, as long as these changes do not rise to the level of requiring a subsequent or supplemental EIR pursuant to CEQA Guidelines 15162. The originally certified Environmental Impact Report Was analyzed in light -of the. revised site :plan and, iLwas determined that there are no new significant impacts resulting from the new plan. Several mitigation measures that required modification andlor further clarification have been added to the conditions of approval for this project. Additionally, a trip generation _comparison was performed to,analyze the potential changes in traffic circulation as.a result ih a change to traffic patterns over the past few years. The result of the traffic analysis concluded that the residential use at this site will result In 75 fewer trips in the morning peak hour, 42 fewer trips -.in the afternoon peak hour and 278 less trips on a daily basis. According to the revised study, the proposed project will not,exceed, either individually or cumulatively, a level of service standard established -by the County congestion management agency for designated roads or highways. Therefore, no additional review or mitigation measures related to traffic are needed. The determination that there are no new significant impacts or any increases in the' severity of the Impacts previously identified in the original Environmental Impact Report mean that in accordance with CEQA Section 15164, the Addendum to the previously certified Armstrong Ranch project EIR and Mitigation Monitoring and Re ortin Pro ram is the appropriate document for the actions proposed. Strate ic Pla�'`Alignfnent; Goal(s) and Approval of this item supports the City's efforts to meet Goal No. 3 Economic, Pollcy(s) Development, Objectives No. 2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordnance -policies) and No. 5 (leverage private investment that results in tax base expansion and job creation citywide) of,the,Santa Ana Strategic Plan_ Moreover, approval of this item ,supports !Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objectives, No. 3 (facilitate diverse housing opportunities and support efforts to 'preserve and improve the livability of Santa. Ana neighborhoods). 75B-8 2 N�b. 0 ., T No -01 OA 2 .17-02 & T� September fi,, 2017 P60p 7 Pdbllc�N61:111�61:1.dn --&,ComJm(fhItY0Ut`rb h Required Measures On-'SeOtember,20, 2016, the applicant held a community, meeting in accordance with the. provisions of -the City's Sunshine Ordinance at Segerstrorn High School. Several members of -the .cominunityattended With issues Such as pE! . rking, op6ni space, Ouallfickldw.6f the',developer, and safety discussed,, Planning Division' staff also attended the meeting: The,applicanti d not provided ax draft.notice, ice, , affidavit, copy of publication, and meeting notes to Planning Division staff in the days .following the meeting. A public noticeld...was posted on thdoro. JeC , t site on August'31,2017: Notification -by mail was mailed to all property owners and occupants within 500 feet of the project -site on Se iemberI, Al 7. Newspaper posting was`,puolished.in'the Oran a County - Re ort Or on _September f�017. Additional Measures Thp,projectsite not located Within the boundaries of a nelgh6drhood association but is adjacent to. the Republic-. Homes and Metro Classic Neighborhood' ghborhood I Atsoclations. Staff fibs notified' both associations of the' proj6c( by mail ain I minimum of 10 days'Or'ijpr to'the public h6adfigtci-enwre they were: notified of the I and to identify r meeting if there were any areas of concern. The project'sitd itself was posted With a notice advertising this public hearing, a notice was p6blished.in the o * range County Reporter and mailed,botildes were'sent to, ail properly owners, and occupants within .5bo feet of the proj6dt'site. At the time of this printing,no .t, wirbsporid6rice, either Written or electronic,, had been received from any el .. . I I I .- I y membersof the'public.. Conclusion Based on the analysis provided in this report, staff recommends that the Planning Commission recommend that the City Council adopt an ordinance approving Zoning Oedin'anmArnendment No. 26117-02 and adopt a reso _ lution approving Tentative Tract Map No. 2017-01 . as conditioned. Vince Fregos&AICP Principal Planner VF:jm. YPmporls'ZOA17.-02 & TM17-01*Shea Hpmuu.pu 75B-9 ZOA No. 2017-02 & TTM No. 2017-01 September11, 2017 Page 8 Exhibits 1. Ordinance with Specific Development No. 4 and Resolution 2. Vicinity and land Use Map 3. Site Photo, 4. Site Plan 5. Floor Plans 6. Elevations 7. Landscape Pian 8. Tentative Tract Map 9. Addendum to,EiR 75B-10 LS41117 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SPECIFIC DEVELOPMENT PLAN NO. 4, PERTAINING TO THE ARMSTRONG RANCH.. DEVELOPMENT, TO ALLOW TEMPORARY SALES OFFICES; MODIFY THE PARKING STANDARDS AND INCORPORATE DEVELOPMENT STANDARDS FOR A SMALL LOT SUBDIVISION (SD -4) (ZOA NO. '2017.02) FOR THE PROJECT AT 2001 W..MACARTHUR BOULEVARD THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana does hereby find, determine and declare'as follows: A:: Zoning, Ordinance Amendment No. 2017-02 has been filed with- the Lily of Santa Ana to :amend the Specific Development, Plan No: 4 (SD -4) to allow temporary sales offices, modify the parking standards and incorporate development standards fora small lot-subdiyision within SD -4 located at 2001 W. MacArthur Boulevard (see Exhibit A), B: The Planning Commission of the City of Santa Ana held :a duly noticed public hearing on`September 11, 2017, on Zoning Ordinance Amendment No. 2017-02 and recommended that the City Council adopt an ordinance approving Zoning Ordinance Amendment No. - 2017.02 o.2017=02 by a'vote of x:x. C. The addition of temporary sales offices on the SD -4 parcel will allow the use of temporary structures such as trailers as sales offices, thereby facilitating the ,sale of single-family residences with the SD -4 project site. D. The modification of the. parking standards within the SD -4 development will align the parking "standards for single-family residences within this development with the parking standards for single-family residences throughout the city. E. The inclusion of small lot subdivision standards within the SD -4 district will encourage the development of more`.affordable single- family dwellings within the south cehtral section of :the city while remaining consistent with the general plan designation of Low Density Residential. F. This City Council, prior to taking action on this ordinance, held a duly noticed public hearing'on October 3, 2017. Ordinance No. NS -XXX' EXHIBIT 1 Page 1 of 6' 75B-11 G. The. City Council also adopts as findings all facts presented in the Request for Council. Action"dated October 3,'2017 accompanying this matter. H. For these reasons, and each of them, Zoning Ordinance'Amendment No. 2017-02 is hereby found and determined to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity,'convenience, and general welfare. Section 2. The City Council has reviewed and considered the information contained in the Addendum'to .certified Environmental Impact Report (EIR) No. ,2000-01 and the Mitigation Monitoring and Reporting Program prepared .with respect to this project. The City Council has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter; determined that, as required pursuant to the California Environmental "Quality Act (CEQA) and the State .CEQA Guidelines, Environmental Review No. 2016-143 meets all requirements of CEQA.. Therefore, in accordance with CEQA Section 15164, the Ad"dendum_to the previously certified Armstrong Ranch project EIR and Mitigation Monitoring and Reporting Program is the appropriate document for 'the actions proposed. Section 3. Specific Development No.. 4 (SD - 4) is Hereby amended as. set forth in Exhibit B, attached hereto and incorporated as though fully set forth herein. Section 4. if any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason. held to be invalid or unconstitutionai by the decision of any'eourt 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 2017. Miguel A. Pulido Mayor Ordinance No. NS -XXX Page 2 of 6 75B-12 APPROVED A5 Tb FORM: Sonia R: Carvalho City Attorney Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmenibers, ABSTAIN: Councilmembers NOT PRESENT: Councilmembers:. CERTIFICATE OF ATTESTATION AND ORIGINALITY [,:'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 417, 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 75B-13 Ordinance No. NS -XXX Page 3 of 6 Exhibit A Specific Development No. 4 (SD -4) Armstrong Ranch SECTION 1 —Applicability of Ordinance The Specific Development No. 4 Zoning District (SD -4), as authorized by Chapter 41, Division 26, Section 41-593 et seq., of the Santa Ana Municipal'Code, is subject to the standards and regulations contained in this plan for the express purpose of establishing land use regulations and: standards: All other applicable chapters, articles, and sections of the Santa Ana Municipal Code shall apply unless expressly waived or superseded by this ordinance. Use district regulations established in Chapter 41; Article 111, of the Santa Ana Municipal Code for zoning districts other than the SD zoning district may be incorporated herein by reference. SECTION 2 _ Purpose The Specific Development No. 4,Plan for the Armstrong Ranch site is hereby established for,the _express purpose of protecting thie'health, safety, and general welfare of the people of the City of Santa Ana by.enccuraging the use of innovative planning concepts and principlesfor the planned residential development of a series of separate:but related land areas in the City of Santa Ana subject to Specific Development Ordinances 3, 4,-5, 6 and 7 promoting and enhancing the value of ,property and encouraging the orderly development of the property. SECTION 3 — Uses Permitted The following uses are permitted in the SD -4 zoning district: a. crop agriculture, b. single family dwellings, 'c. accessory buildings and uses:determined to be incidental.and necessary to the primary use, subject to the approval of the. Planning Commission. d. One (1)temporary real estate office devoted to the sale of real estate in the r4 Municipal Code. SECTION 4— Uses Subiect to a Conditional Use Permit The following uses are conditionally permitted in SDA zoning district: a. Churches and accessory church buildings arid functions. b. Wireless communication facilities. 75B-14 SECTIONS — Minimum Parcel Area The minimum pirdel size_ fora single-family residential lot shall be 4,000 s uare feet. SECTION 6 — Minimum Street Frontage The minimum street frontage fora single family residential lot'shall be 27 feet. SECTION 7 — Maximum Floor Area Ratio iFARi The maximum FAR for a single-family residence shall be 0.50. SECTION 8 --Front Yard Setbacks .SECTION 9 — Side Yard Setbacks SECTION 10 — Rear Yard Setbacks SECTION 11 —Building Height.Limit The height limit of main buildings .and structures is 35 feet and accessory buildings and structures is' 20 feet. The height limit for accessory church structures is 150 feet. The Planning Commission shall have�the right to limit the number .of stories in any or all of the buildings in the SD #4 district, or the height of any other structure, when it finds, that existing or proposed developments on adjacent properties, or properties, across a street or alley, would he adversely affected unless such a limitation were imposed. SECTION 12—Yard Requirements All yard requirements shall be established by the approval of plans and drawings as provided for in Division.26`of the Santa Ana Municipal Code.. SECTION 13 - Parking.Reguirerhents Required parking -shall be provided as follows; 75B-15 Two. Parking s aces within fully enclosed garages 'and ene. two uncovered parking spaces for each dwelling within the development:. SECTION 14 - Dwelling Units Permitted No more than 7 dwelling units per one (1) acre of net developable; land shall be permitted. SECTION 15. Open Space Not, less than 50 percent (50%) of the total lot area shall be devoted to open space as per Division 24, Santa Ana Municipal Code (PRD development standards), excepting however that up to a ten percent (10%) reduction to, forty- five percent (45%) open space may be granted by the City if it is found that, based on excellence of design, the proposed oAen space and recreational amenities merit the reduction of thefifty percent (50%) open space requirements. SECTION 16 —Regulations Specifically Included Herein By Reference All requirements; limitations, restrictions and waivers encompassed in Chapter 41, Division 24, of the Santa Ana Municipal Code (PRD use district, regulations) shall apply to SD #4 use district; excepting therefrom the requirement of an approved conditional use permit and any other requirements, limitations, restrictions and waivers which are I' conflict with other sections of this ordinance. SECTION 17 — Landscape Standards t. Project Landscaping: a. b. Irrigation Systems: Water regulations and City standards 2. All meters sh and vines or structure. 3. Maintenance: a. All plant rr 75B-16 LS 9.1 IAT RESOLUTION N0: 2017-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF :SANTA ANA APPROVING TENTATIVE TRACT MAP 2017-0.1, AS CONDITIONED, TO ALLOW THE SUBDIVISION OF AN EXISTING PARCEL INTO 43 LOTS AT"2001 WEST MACARTHUR BOULEVARD BE IT RESOLVED BY THE PLANNING COMMISISON 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 a Tentative Tract Map to allow the subdivision of an existing parcel into forty-three (43) lots at 2001 West MacArthur Boulevard. B. Santa Ana: Municipal Code Section .34:-127 requires approval of a Tentative Tract Map bythe Planning Commission. C. On September 11, 2017, the Planning Commission held a duly noticed public hearing on Tentative Tract Map 2017-01. D. The Planning Commission of the City of Santa Ana determines that the, 'following findings, which must be established in order to approve this Tentative Tract Map pursuant to Santa, Ana Municipal Code (SAMC) Section 34-127 and the State Subdivision Map Act, have been established for Tentative Tract Map 2017-01; 1. The proposed project, as conditioned, and its design and improvements are: consistent with the Low Density Residential (LR) designation of the General Plan and are otherwise consistent with all other Elements of the General Plan. The proposed project, as conditioned, and its design and improvements will be consistent with the Low Density Residential (LR) land use designation of the General Plan and are otherwise consistent with all .other elements of the General Plan and any applicable. specific plans. The proposed subdivision of land to create 43 parcels is consistent with the land use designation and all other elements of the General Plan: Land Use Element Policy No. 1.4 promotes the maintenance and fostering of a variety of residential land uses in the City and Housing Element Policy HE -2.4 encourages projects that facilitate diverse types, prices and sizes of housing. Resolution No. 2017-xx Page 1 of 6 75B-17 LS 9.11.17 2. The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes as well ,as other applicable City ordinances: The proposed subdivision conforms to the requirements and intent- of ntentof the provisions of the State of California Subdivision Map Act. Further, the map is, in keeping with the Site Plan Review (Development Project ,No. 2016-24) and Cha pter..34 and 41 of the Santa Ana Municipal Code. Covenants, Conditions and Restrictions (CC&Rs) are required for the project, which need to be approved by the City prior to City Council approval of the final map. 3. The project site is physically suitable for the type and density of the proposed project. There are no physical constraints on the site that would preclude development. The proposed site consists.of:approximately 6.72 - acres of land and is physically suitable.for the proposed small lot residential development, where lots will range in size from 4,019 square feet to 8,608 square -feet. Access to the site will'be from Jaguar Way, which takes access from MacArthur Boulevard, a major arterial. 4. The design and improvements of the proposed project, will not cause substantial' environmental damage or: ubstantWly and avoidably'injure fish and wildlife or their habitat. An environmental impact report (EIR) was prepared for the Armstrong Ranch development in 2002 pursuant to the California Environment Quality Act. To address potential impacts from this new .proposal, an ,Addendum to: the EIR was, prepared that analyzed potential impacts 'generated from the 42 -unit development. The project site is located in an urbanized area, and there are no. known fish or wildlife populations existing on the project site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. 5. The design or improvements of the proposed project will not cause serious public health problems. The proposed; subdivision will not have any detrimental effects upon the general public. The short-term and long-term impacts identified in the environmental impact report, and further analyzed in the Addendum to the EIR, noted that impacts can and have been Resolution No, 2017-xx Page 2 of 6 75B-18 LS $:11,17 mitigated to a level of less'than significant through the.adoption and Implementation of specific rnitigation measures. 6. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the'prope' ty within the proposed project. The design or improvements of the, proposed project will not.confiict with easements necessary for public access through or use of the property within the proposed project since there are no public access easements or any other easements located within this property. Section 2. In accordance" with the California Environmental Quality Act the recommended action is exempt for further review as It was subject to a previously prepared EIR per Section 15164. As part'of the City's permitting, process, the proposed project is required to undergo an environmental revieW.in accordance with the California Environmental Quality Act (CEQA). In accordance with CEQA, the recommended actions have been reviewed through an Initial Study (ER No. 2016-143). The proposed project has further.beenreviewed through an Addendum to the previously certified Environmental Impact Report2000-01. 'CEQA. guidelines (California Code of Regulations -15000, et seq,) authorize the use of an addendum for the purpose of making minor or technical changes, as long as these;changes do not rise to the level of requiring a subsequent or supplemental EIR pursuant to CEQA Guidelines 15162. The originally certified Environmental Impact Report was analyzed In light of the revised site -plan and it was determined that there are no new significant impacts resulting from the new plan. Several mitigation -measures that required modification and/or further clarification have been added to the conditions of approval for this project. Additionally, a trip generation comparison was performed to analyze the potential changes in traffic circulation as a result in the change to traffic patterns over the past few years. The result of the traffic analysis concluded that the residential use at this site will result in 75 fewer trips in the morning peak hour; 42 fewer trips in the afternoon peak hour and 278 less trips on a daily basis. According to the updated study, the proposed project will not exceed, either individually or cumulatively, a level of service standard established by the: County congestion management agency for designated roads or highways. Therefore, no additional review or mitigation measures related to traffic are needed. The determination that there are no new significant impacts or any increases in the severity of the impacts previously identified in the original Environmental Impact Report mean that in accordance with CEQA 15164; the Addendum to the previously certified Armstrong Ranch Project EIR and Mitigation Monitoring and Reporting Program is the appropriate document for the actions • proposed. Section 3, The Applicant agrees.to indemnify, hold harmless, and defend the .City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be -brought arising out of its approval of this Resolution No. 2017-xx Page 3 of 6 75B-19 LS 9-. 11.17 project; and any approvals associated with'the project; including, without li'mitat'ion, any environmental review `or approval, except to'the extent caused by the sole negligence of the City of Santa Ana. Section 4. The Planning Commission of the City of Santa, Ana after conducting the public hearing herebyapproves Tentative Tract Map 2017-01, as conditioned as set forth in Exhibit A attached hereto and incorporated herein by reference, for the property located at 2001 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., September 11; 2017, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 11 m day of September, 2017., Mark McLoughlin Chairperson; Planning Commission APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney' By: Lisa 'Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Rosa Barela, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2017-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on September 11, 2017. Date: Recording Secretary City of. Santa Ana 75B-20 Resolution No. 2017-xx Page 4 of 6 Ls 9.11.17 EXHIBIT A Conditions of Approval Tentative Tract Map No. 2017-01 (County Map No. 18055) is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable, sections of the Santa Ana Municipal .Code," the. California Administrative Code, the California Building Standards Code and all other applicable regulations. The Applicant must comply in full with each and every condition listed belowrip or to exercising the rights conferred by this tentative tract map. The Applicant must remain in compliance with all conditions listed below throughout the life of the tentative tract map. Failure to comply with each and every condition may result in the revocation of the tentative tract map. A. Planning division Comply'with all conditions: and requirements'from the Development Review Committee (DRC) for the development project (DP No. 2016=24). 2. The Covenants, Conditions and Restrictions (CC&Rs) for this project must be reviewed and approved prior to approval of the final tract map. 3. All real estate signage"must be removed from the site within one (1) year from: : he date of installation. An extension of time may be granted as determined by the Planning Manager. .4. The final map must be approved and recorded prior to issuance of building permits. 5. The final map and all improvements required to be made or installed by the: subdivider must bein, accordance with the design, standards and specifications of the Santa Ana Municipal Code and the requirements of the State Subdivision Map Act. 6. Development within the area of the map is subject. to development and permit fees in effect at the time of permit issuance. 7. Development within the area of the map is subject to design and 'development standards in effect at the time of permit issuance. 8. Two.copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division; Fire Authority; Building Division, and Public Works Agency within 10 days of recordation. Resolution No, 2017-xx. Page 5 of "6 75B-21 LS 9.11.17 8EPTEMBER11, 2017 PAGE 2 OF 2 9. A 'detailed landscape plan must be reviewed and approved prior to issuance of any building; permits. In addition,to the landscaping palette, the 'plan shall include details on the hardscape design;. lighting concepts and outdoor furniture for, the common area parcel: At a minimum, the project shall incorporate the, amount and size of landscaping as shown on the preliminary landscape plans dated July 25, 2017. The exact specifications for these items are subject to the review and, approval of the Planning Division. 10. After project occupancy, landscaping is to be maintained to include the minimum level of plant; materials installed at the time of -occupancy as required by the approved plans. Resolution No. 2017-xx Page 6 of 6 75B-22 Page I of 1 ZOA 2017-2 AND TTM 2017-1, THE ARTISAN AT SOUTH COAST 2001 WEST_MACARTHUR BOULEVARD ,— , s j ��vy Y Yp 'wry{ f+ pp m S that i ib SIF r "tea •��.irF � a � � � _ i:..3�t+ � ^e�$� y+ e.H m s *^ ;r „ ci3sg ndary i SITE iNJ ? i3 ti . R1 ■fto raet EXHIBIT 2 - VICINITY ZONING AND AERIAL VIEW i Nn a ^ nuel Klan P`nu,m all •.nhl, r?CP/uv9 htip:h'maps. di gi to i mapcen tral. com./produc tion/Dasz5R`T/A;lt:l ease+hhri [itoo lkitic omroands/ pri ndht... 9/5/2017 ZOA 2017-02 AND TTM 2017=01 THE ARTISAN AT -SOUTH COAST BY SHEA HOMES 2001 WEST MACARTHUR BOULEVARD EXHIBIT 3 75B-24 fi{sfisp, ��1 �> i11t �Elgt III- +�fi 1 1131 fiiY$ft��Yi1lIa91NO,IE .1a11irm Y t YIQgIS ety:lf ef. Ei3 i"tti e l .71 i x rt z H 4 - 01 } ; =� to � 1 _ �.eavzs�•ec QQ r it o 0 ��Ij qq 8Y" ilev aS� '.dl a3s sf9Gn i� n vvrr 1 EXHIBIT 4 a4 �i gills 75B-25 t� w F- e ee I s Aa �! G Mf E ------------ I 75B-26 �Ip E e a w m it • ^� f 3F ...,..... _ Io NIW'.00"6d 75B-27 i i 75B-28 J� 6.q 8 ttte>r hh i f{ f I_ . ;--- - - -- - - -- - - --------- i 75B-29 75B-30 Lie ^ \ q} / '19 ;�!*A.� � fg 4 0 4 � Oa _-�- `` I t z • IN Ip NIW .00'6L 75B-31 a.N I 75B-32 I 75B-33 � F W'a<. R'�—•!I +Plan s m m 77a 0 0 g 0 o� R 2 4 O inS� 0 fig of �UiTimi r" 75B-34 MR III �I .'p x U s 8 2 UI: w 75B-36 "UJ n3J s ■ 75B-37 I� 9 § ; § a K 75B-38 ed =IF 0 3 �V 75B-39 S�fill J VI; e UIQ 75B-40 Eff 75B-41 w F as 698 1 EXHIBIT'7 ' �i- 75B-42 75B-43 X O N 75B-44 c 1. 4�..Pq•q ,l�9 � ���E ibbi c b S3iilii TiM ibbi 9YYSKsa•.iai c ENVIRONMENTAL IMPACT REPORT ADDENDUM ARMSTRONG RANCH SANTA ANA, CALIFORNIA EXHIBIT 9 75B-47 ENVIRONMENTAL IMPACT REPORT ADDENDUM ARMSTRONG RANCH SANTA ANA, CALIFORNIA Subinitted to:. City of Santa Ana Planning and Building Agency 20 Civic Center Plaza, M-20 -Santa Ana, CA 92701 Prepared by: LSA,Associales, Inc. 20 Executive Park, Suite 200 Irvine, California 92614 (949)553-0666 Project No. SHO1604 September 2017 75B-48 TABLE OF CONTENTS 1.0 INTRoDU&I [ON...... ................ ...... --- ......... ....... ;� ...... ........................ .......... 1-1 1.1 PROJECT INFORMATION..... ............ ............. -- ......... 1.2 PURPOSE 6FADDENDU1 ItOTfflsETR.. ......... .. ..... I ....... 1-7 13 ENVIRONMENTAL PROCEDURES .......... - ...... -- ........... ............ -- ......... —.1-7 1.4 CONCLUSIONIS.. .... ...... — ..... ..... ..... ........ - .......... ........... ................. ........................ 1-8 2.0 EVALUATION . OF ENVIRONMENTAL IMPACTS..,....:..................................:...............:.2-9 2.1 AESTIIETICS-..,......—o ... .............. ........................ 2-10 2.2 AGRICULTUREAND FOREST RESOURus,:.......,..—.— .........s......:......:.:.::..::.....2-14 f3 AIR QUALITY ......... : ....... ........... ............ ........ ... w-2-16 2.4 BIOLOGICAL RESOURCES, ... - ........... ............ — ........... ...... ........... ... ........... 2-21 2.5 CULT ORAL RESOURCES. ........................... .................... ........2-24 16 GEOLOGY AND SOILS ......... ...... ........ ..................... .........2-29 2.1 bw✓EmbbSE -GAS EMISSIONS....... .......... ....................... ................................. 2-35 2.8 HAZARDS AND I IAZ'A R' ObS'MATERIALS -, ......... ...... ....... ........ ......:....2-39 2.9. HYDROLOGY AND WATT QUALITY ....... ...... ...... ....... ..::....2.43 2.10 LANP,USE/PLANNING ...................................... ....... ................... ............. ----2-48 2.11 M I INFRAL RES60k ES , .................................................................................. ml 2.12 NOISE ....................... !- ............ ...... ........ ........... I .................. 2-53 2.13 POPULATION AND HOUSING ....................... ! ........................ m ................ ........2-57 2.14 PUBLIC SFRVICES .. ....... ....... .......... ................... ....................... 2-60 2.15 ............... 'RKAI3XTION ......... I ............ I v ............. . .......... ....... I ........... ... z ...... I ..... 2-64 2.16- TRANSPORTAtIONI'T kA'FrTC ......................................................................... ......... 2-66 2.17 UTILITIESISERVICE SYST'P.)VIS; ............ .............. ................ . - ...................-2-70 1 ' 2A MANDATORY A I TORY -4- ............. ............ 2 -76 3,.0 DETERMINATION .......... ............... . ................ ...... .............. : ..... I .................. ;--;; ..... 3 >-79 FIGURES Figure 1: Project Location and Vi6ni(v ......... ........ ......... ; .................... ...................... 1-2 Figure 2- Project Site ....... ...... ....... — ........................ ............... 14 Figure 3: Site Plan....—.e ...... q ............ .............. ......... ........ ........ . ........ ; .............. 1-5 Figure 4: Tentative Tract Map ........ ......... L ...... ....................... ...... ............... .... .......... I ...... 1-6 TABLES Tablc A: Greenhouse Gas Emissions (Metric 'I;ons Per Year) .........::..........................:...::...........:...2-36 APPENDICES A: CALEENIOD GREENlIbUSE,,GAS r-i'missION CALCULATIONS B: TRIP GENERATION COMPARISON 75B-49 ENVIRONMENTAL IMPACT REPORT' ADDENDUM ' AUMSTRONO RANCH RRVIffEO PROJECT BEPTEMRRt 1117 SANTA ANA, CALIFORNIA 1.0 INTRODUCTION 1.1 PROJECT INFORMATION 1. Project Title: Annstrong Ranch Revised Project(SheaHofires 42 -unit small lot subdivision, 2001 West MacArthur Boulevard, DP No. 2016-24, (MASTER I.D. No. 2016.1289541, ER No, N 1 &143)- 2. Lead Agency Hume and Address: City of Santa Ana Planning and Building Agency 20 -Civic CcmcrPlaza, IVI-20 Santa Aha, CA 92701 3. Contact'Person and phone number: Vince C..Fregoso, AICP T: (714) 66772713 F: (714) 973-1461 4- Project Location: The 15=acre Project site,is located in the.City, of Santa Arta. As shown on Figure 1, 1?roject.Location, regional access to the Project aiteis,provided by California State Route 55 (SR -55) to the east ofthe'Project site acid Inteistate'5 (1-5).to:i1ie,sdurh.'I1iePrcject site. is bound by`Alton Avenue to the north, existing residentialdevelopment to the east (Armstrong Ranch), MacArthur Boulevard to the south, and Jaguar Wav to the test. The northern portion of the Project site is developed with a smallsanctuary (7,590 square feet [sfj) associated with the Christ Our Savior Catholic Church and itparking lot that serves the church. The southern portion o(the Project silo is vacant. S. Project sponsor's name and address: Gina Gordon Com ulunhy-Dcvclopmcni Manager Shca'Hoines 2 Ada; Suite 200 Irvine, CA 92615 T: (949) 5264540 F:(949) 526-5797 6. General Plan designation: The current General Plan land use designation is'LR-7 (Low Density Residential) which pennits development orup to 7 dwelling units per acre (dulaerc), PiIFIIOI bU8btiS1��IJnmbldJcnaum,JUu «09+U>+1?ro 75B-50 M 0 SOUTH HARBOR W Si 'J, W Glenwood P1 2a c: r ,tom.! "Aso IV, W Har,wd St co i0j S AA Project Location --:VWarnerAv6,' '--,-W Wa Ave M. 7,WAltowAve� ---- -- tit ,--W Warner dye N11 Wjar.Arthur,Blvcl toil'- W MacArthur Blvd m Square J Sunflower Ave - yl 1 W'Sunflowef'Ave South rn Scutt] nngdes ProjectIVidnity VILIME: ifoast SOUTH COAST METRO .Obza % \ `b -- zF".rl,' Pfoiect Location YB BRISTOL It. 17 J SORECA e LSA LEGEND $ F=-1 Project Location FIGURE i Armstrong hanch SGURM Ding apt 12014) Project Location and Vicinity h1 75B-51 0 SOUTH HARBOR 2a c: r ,tom.! "Aso IV, 13 co Project Location 7,WAltowAve� ---- -- N11 Wjar.Arthur,Blvcl toil'- W MacArthur Blvd m Square J Sunflower Ave - yl 1 W'Sunflowef'Ave South rn Scutt] nngdes ProjectIVidnity VILIME: ifoast SOUTH COAST METRO .Obza % \ `b -- zF".rl,' Pfoiect Location YB BRISTOL It. 17 J SORECA e LSA LEGEND $ F=-1 Project Location FIGURE i Armstrong hanch SGURM Ding apt 12014) Project Location and Vicinity h1 75B-51 ZNV14ONM"TAL IMPACT -REPORT ADDENDUM' SEPTEMBER9019 ARMSTRONU RANCH REVISED. PROJECT SANTA ANA, CALIFORNIA' 7. Zoning; I he property is zoned Specific Developnieutil (SD -9). In 2002, in coimection with approval of the Armstrong Rancli project, SD4 was amended by Ordinance No, NS 2516.to eliminate cluster and condominium housing,.and increase the density to 7 du/acre consistent with the General flan Low Density Residential development density: S. Description of the'Project: Shea Homes is proposing to construct gated 42 -unit single;fautily residential development on approximately 6:72 acres located on what is known as Armstrong Ranch, a 90 -acre site (Revised Project). T1te Project location and Project site are depicted on Figures I and 2, respectively. Iri 2002, the City of Santa Ana (City) prepared an Environmental impact Report (EIR) for the developriment.of a 99,000 -square -foot, 2,700 -seat Cathedral parish for Oran -e County on this section of the Armstrong Ranch (Approtied Project). The church facility was to be located on a 15 -acre portion of Armstrong Raachr The Cathedral will no longer be built because the Diocese of Orange purchased the former Crystal Cathedral site for use as the County Cathedral. A small sanctuary building and office are'located on the 15 -acre portion`of the site, currently totaling 7,590 square feet. The chureh'is: proposing a revised site plan thatw,ould reduce in size and scope its proposed facilities, Of the original to acresI the church would use approyiraately8 acres of the.site for the Christ Our Savior chtirch Facilities, and is proposing to sell the.reinaining 6.72 acres to Shea Ilonnes for development of 42 residences. The residential component of the Revised Project is depicted on'Figure 3. The church's scaled-back development plans contemplates it total of 43,433 square feel of new development, built in two phases, as compared do the previously proposed 90,000 -square -foot project. The existing sanctuary Building and of6cc'wpuld be demolished. The current General Plan land use designation is LR --7 (Low, Density Residential), which permits '.development df up to 7 duracre. "17neproperty'is zoned Specitie Developnteiit 4 (SD -4). In 20(72; in connection with approval of the Armstrong Ranch project, SD4 was amended by Ordinance No. NS -2516 to eliminate cluster and condominium housing,and increase the density 7 du•°acre consistent with the General I'lan Low.Density Residential development density. The Revised Project will require an -amendment to SD=4 to allow for development of a small lot subdi��ision.'rhe only other'discretionary approval identified by the City that would be required fir the Project is a tentative truct_map (Figure 4). 9. Surrounding Land Uses: Alton Avenue is located to the north with residential uses beyond, existing residential development.is located to the east and south beyond MacArthur Boulevard, and Segerstrom High School is located to the west beyond Jaguar Way. 10. Other public Agencies whose approval is required: State (Eater Resources Control ApplicvulDeveloper must submit Permit Registration Board Documents, including Notice of Intent, to' comply with the National Pollutant Discharge Elimination System Construction .General Permit (OrdcrNo. 2009.01709-DwQ; as amended by Order Nos. 2010,0014-DWQ and1012-0006-DN'Q) 1•.+Sf IV 160E.AdJendi�m'Ai3deDdum.ducA 60El:Uifl'u 75B-52 1-3 {Altonodve + �.s74OW, ,•� t " Iip eAc hawk `+Ria 1{M1 •Y e rAUM t Y rMON I 7,y. $ 1 'Red Fox Rd' JIVF er y1 Sp P'pS "t t; 3 FMeadowbroah�P ,.< ��V-7 mi v ,y ,moi 4 ,�• {+ fie+ { • .6 1. 1 x Y�'a 1 d S Ili ryixY • �` °' a 9 " Ueereheltlfttl' .MacA6ur.Blvd _ �- CA a „ A,ms;rringRancn MUMF,u. CryBeroi Sieh Plan ,TIMI :mrysnr_nan NrWiftniq 75B-54 L5Arwune. II a em. amsriurig Nnnih sous:rwrm�.Re�•eans. Tentative TrJU Map b(S.�rK.YA:WmAn� n.a\unail, lv:fl:gm 75B-55 ENVIRONMENTAL IMFACTREPORT ADDENDUM ARM9TR.V6 R.NCn RRVIYEO PROJECT 9EPTFYHSi 2017, 3AN?A ANAi CALIFORNIA 1.2 PURPOSE. OF ADDENDUM TO TIIE EIR. This Initial Study/Addendum protides the basis for augmenting the previously certified Final Enviromnental mpact Repoit (Certified. EIR) (State. Clearinghouse N6.'2001031004),forthe Armstrong Ranch Project and serves as,the Califoiliia Environmentat Quality Act,(CEQA) documentation forthe following: • Amendment to S134 to allow for development of a small lot subdivision consisting of 42 single- family residential units on 6.72 acres previous evaluated as pail ofa church facility, • Approval of a Tentative Tract Map for 42 residential units on 6:72 acres This Addendum has been prepared pursuant to the provisions of CEQA ,(Public Resources Code Sections 21000 et seq.) and the State CEQA'Guidelines. The term Revised Project" refers to the proposed rnodificationa to'the Armstrong Ranch Project while" A proved Project" refers to the project is described in the 2002 EIR. 1.3 ENVIRONMENTAL PROCEDURES Pursuant to CCQA, the State CEQA Guidelines, and the local CEQA guidelines, this Initial Study/Addendum focuses on the proposed constriction of single-family residential units on 6.72 acres previously evaluated as part of a church facility; and whether anychanae in circumstances or new information exists that would substanfiall'y change the conclusions of the Certified EIR. Pursuant to Section 21166 of CEQA and Section 15162 of the State CEQA Guidelines, when an EIR has been certified ona negative declaration adopted for a pruject, no subsequent FIR shall be prepared, for the project unless the lout agency determines; on the basis of substantial evidence; that one or more of the following conditions are met: (1) Substantial changes are proposed in the project that will require major revisions of the previous EIR due to the involvement of new significant environmental effect or a substantial increase in the severity ofprcviously identified significant effects; (2) Substantial changes occur with respect to the circumstances under which the project is underiakcti that will requiramajor revisions ofthcprevious FIR due to the,involvefnettt of new significant environin6mal effects or it substantial increase in the severityorpreviously identified sigirificant effects; or (3) New information of substantial importance, which was nok known and could not have been known wish the exercise ofreasonable diligence at the time the previous EIR was certified as complete, suggests any of the following: a) The project would have onc'or more significant effects not'discussed in the previous FIR or ncgative.declaration. b) Significant crfccts previously examined would be subslantially.rtaot'esevere than identiGe(1 m the previous EIR. .81101 604'•llddcod=',-I ddendlim.dacx 09AWI L. 75B-56 1-7 'EVV]RCVNEVTAL IY?ACT YF.1'.[10.T AAAeNA UM ARMS TR V<� RA41111 RM18t, VnojeCT SEPTENAEB ]412 - SANTAAKA. CALLL!DMMA' c) Mitigation measures or alternatives, previously found not to he feasible would in fact be Feasible, and would substa.Miatly reduce one or more; significant uffects of lhc'project, but the project proponent declines to adop"t,the mitigatiuii nteasures or alternatives, d) Nlitigatioti measures or alternatives that are considerably dirferetil from those analyzed in the previous BIR would substantially reduce one or more signi rleanl erfecls oil the crivironmcat; but the project proponent declines to adopt the mitigation'mcasums or alwmativcs. Section 15164 of the State CEQA Guidelines states that an Addendum to an EIR shall be prepared "i f soine, changes or additions are necessary,.bui none of the conditions descHbcdin Section 15162 calling for preparation of a subscqumt FIR have occurred."This Triiiial Study/Addendum reviews the changes proposed by the proposed Project'and.anychanges to the existing conditions that have occurred since the EIR-was certified by the City of Santa Ana. It also reviews any now information of substanfial importance that was not known and could not have been, known with exercise of reasonable diligence.arthe time that the HiR,was certified. It furtlierexamines whether, as a result or any changes or any new iriConm nation; a subsequent or supplemental HIR maybe required. This examination includes ail analysis of the.provisions of Section 21,166 ofCCQA and Section 15162 or the State CEQA Guidelines and their applicability to the proposed Project: Thus Initial'. StudylAddemluin'relies on the attached Haviroriniental Analysis, whlgh addresses environmental checklist is'sui s on a sectioncby-section basis. Tltc Fnvironmental Checklist Fonn has been prepared pursuant to Section 15168(c)(4),of CEQA, which states that"whom the subsequent activities involve site specific operations,. the agency .usc a written. checklist or similar device to document the evaluation of the site and the activity to determine whellter the environmental effects or the operation' were covered in the prograin FIR,' Using this approach,,the.City of Santa Ana, as Lead Agency,,detcmiincd that an'Addendum to the previously approved certified FTR is the appropriate: document to provide environmental clearance for the proposed Revised Project, 1.4 CONCLUSIONS ThisAddeirdukn addresses the environmental effects associalcd only with the development of the scaled-back church facility and additional 42 residences that has been proposed since certification of the EIR. No new uses or significant changes arc proposed as part of the proposed Project, beyond those previously studied and disclosed, that would create new adverse impacts related to any of the environmental topics discussed below or a substantial increase in the suvcrity of previously identified significant effects. The conclusions of the analysis in this Addendum are not subslantially'differenl from those identified in the Certified -FIR. In addition, no new feasible alternatives or miligation measures that would reduce impacts have been found to be fcasiblc. Pats}loft+}I AddrldumWd&&4=.dmx 4.A)5IM, 75B-57 1-3 6NWA ONMENTAL. tMP AUT WO PO RT.. An OVID4M saereunnx_oa v. :AMN3T%0NO 9AN011 REVI58O PROJENT SANYA ANA. 4'ALIPO£NIA 2.0 CVA'LUAT[AN OF ENVIRONMENTAL [MPACTS This following environmental analysis evandates the Revised Project as compared to the Approved Projeci analyzed in the Certified Environmental Impact Report (EIR). The Checklist takes into considle ati n lhe,preparWon of the previous eiiviromnental document and the changes to the project that have occurred Subsequent to;certificatiou of the EIR, pursuant toSection 15164 of th'e Califomla Envirotnnenial Quality Act (Slate CEQA'Guideline) fhe compat atrve ,analy%ix for.each of the environineirtal.issues listed in'the Checklist provides City decision -makers with a factual basis for determining whether changes in; the Project; changes in circumstances, or new information since the certification of the E1R require additional environmental review or preparation ofa,subsequent or supplemental BIR: The basis tor cacti finding is explained in the analysis in. this section, i':'SI I916'9.UUmJmn Addendum.doca b09:05117, 75B-58 2-9 ENV[ SO NMENTAE'IYPACT REPORT ADDENDUM, 'AYYSTRONG RANCH REVISED PROJECT SEPTEMBER 901; SANTA ANA. OALIPORN]A 2.1 AESTRETICS Nett Rusul, l WW Slgnlflcaat %lore S"tre 'CbnDge fraw O'breld lilt project: Ia.nncl Imnacr Room Annlph a) Have a_substantinl advaroc effimt on ascetic vista? (b) Damage scenic minurces, including' but not limited to, trees, lock uutcruppings, and historic buildings within a state scenic ❑ ❑ highway? (c). Substantially degrade the existing visual characteror quality or El 13the IZ site and its surroundings? (d) Create nov source of substantial tight of glare whichwonld ❑ ❑ adversely affect day or ulghtthne views in the area'? Analysis of Project Changes: a) The Project site is surrounded on all sides.by urban development: Alton Avenue is located to the north with residential uses beyond, existing residential development is located to the east and south beyond MacArthur Boulevard and Segerstront High School is located to the west beyond Jaguar Way. No,State.or Comity designated scenic vistas are adjacentto or within direct view of the Project site. Howcwr, the section of MacArthur Boulevard adjacent to the site is designated as a Primary Sircet Corridor by the'Scenic Corridors Etement of the General Plan. The goals, objectives and policies or the Scenic. Corridors lacmerit arq'applieablc to )hc. Project because it is located adjacent to a Cityof Sanla Ana (City) (icsi(rnatWd.Primary,Strect Corridor. Consistent -.with the applicable goals, objectives and policies or the Scenic Con idilrs Element, the Revised Project would improve the public image of this section of MacArthur Boulevard along a linear transportation corridor by constructing a new, residential development with enhanced landscaping aiid public stmetscape improvements, architecture and design that meets City requireinetits and 'piovide development ata scale aiid design that are consistent -with the frai6tion of a scenic. corridor, Tlie Revised Project would meet the intent of the Scenic Corridors Element by improving the aesthetics of the site along a City designated scenic corridor a»d by ensuring the prgicct is developed ata scale and'designed'with aesthetic features that are consistent with Elie Function of scenic corridors as part of the Framework Plan. In addition, the proposed residential project is compatible with other residential development.ill the area and not be an obtrusive land use in a,desig ned scenic corridor: 'llte Certified.E1R concluded that the Approved Project would result in it less than sigi ificant impact to scenic resources from conversion of the agricultural field to residential and institutional uses. Therefore, the Revised Project would not result in,a substantial ;adverse effect on a scehic vista and new significant impacts beyond those identified in the Certified EIR would not. occur; therefore; no new mitigation measures are required. b) The California Department of'rrausportation's (Caltrans) Landscape Architecture Program administers the Scenic Highway Program, contained in the Streets and Highways Code, Sections 260-261 Stale Highways are classified as either Officially Listed or Eligible: Interstate 405 (1.405), located approximately 4,3.15 feet south of the Project site, and State Route 55 (SK -55), located approximately 1.85 mile east of the Project site, are;not identified as an eligible orState- P. SHOIUH'•ACdeniun'-AddcnduiiY.dncx AWA. -,i 75B-59 2-10 ENVIRON%ENT" IMPACT XZYOHT AGGENOUM- SEPTAYEER SPIT -ARMSTRONG RANGI6 REVISED YROIEG[ SANTA. ANA,' OALITGANIA. designiated Scenic HighWay.' There,are no State=designated scenic highways.and no`sc'emc resources sudi,as Gees,"rock outcroppings, or historic buildings within a State scopic hrghwav either adjacent or witliin the vicinity of the site and visible from the'site that would be removed or altered by, the Project. The Certified Elk concluded that the Approved Project would result.in a less than siyniieicanl impact to:scenicresources from conversionofthe agricultural field to residential and institutional Uses. Because_ there. are. no scenic resources in the vicinity ,of the Project site, lhe`ROvlSed Project would not damage resources within a State -designated scenic highway and new signnfican( impacts beyondl lhose identified in the Certified EIR would not occur. No new mitii anon measures are.required.. c) 'The Project site is surroun north with residential uses south beyond MacAtihur l all sides by urban development. Alton Avenue is located to the J, existing residential development is located tothe Last and nrd; and Segenstrom High School is located to the west beyond Included that with implementation of Mitigation lvtcaqUr6 ViS- 'acsign and smaller Church campus. Landscaping included is. part of the;Re� ornamental trees and shrubbery.in setbacks along MacArthur Bol Avenue; The Revised Project also includes the development of a, entrance to the residential community,' While the Revised Project the _s.butheni portion of Project site from undeveloped land to de} reduced duiiclr facility proposed aspart of.the Revised Pri surrounding 'ile relopnient..Consequendy, the Revised L'rajl surrounding, land use character. In addition, the Revised Pr and mass of the surrounding development. Furthermore, th an improvement 10; the existing landscaping on the Project Revised Project would not degradc'the character or quality Revised Projeclavntribute to an oven ll dcgradalion'of llic surrounding arida and new sibmi bean f impacts beyond thos( not occur. Thc,Revised Project would comply with Miligat 131R.and noadditional mitigation measures are required. area' ,The Revised units and a reduced or iect:would include Jaguar Way, and Alton reationnrei near the ;hange the character of esidential uses, sin'gle- iciniyof;the Project ign and chamcterof'rhe consistent with the bndamentallwalter the A would be similar to.the height mdscapingwould bc similar to, or e'andthesurroundingarea. The the Proiccl site, nor would the ual character or quality of the cmi Ged in. the Certi fieri Ii1R _would Measure VIS -1 from the Certified d) The southern portion of the Project silo is:undeveloped in the existing condition and them are no existing sourcits'ofnighuimc lighting on'that portion of the Project site.'Thc CcrtiftcdF.IR coneluded.that.although the residential component of the .Approved Project woulifintroduce new sources of nighttime lighting and glare, the nighttime charaotcr of the arca (whichis surroundcd by urban development) would no4 change suhsrantiaily from the existing condition, Due to aw size and wile of the church deyclypment, the Certified EiR concluded That lighleting and glare L califoinia scenic lhghway MapphtgSystem; Ornnge County. http:thtiww.dot.ca ggv,bgr-Landi rc-h/1G_ Iiyabduvlse.enic_highways/index.htni (accessed, September 3,2017) P:%SIIU]603� ldd=dum•AJdrndum.d;,cs •eN,Diil h. 75B-60 2-11 ENVIRONMENTAL IMPACT REPORT. ADDENDUM 'ARU3TROND RANCH REVURn PROJRCT 9EPTEMDER 21IT - RANTA,AHA. CALIFORNIA. from the church.could fie characterized as a aark contract: to adjacent develop ri6it.'Mitigatioa Measure V15-2 from the Certified Ell required preparatioh.of a lighting plan to;niinimize light spillover -onto adjacent parcels. With implementation of Mitigation Measure VIS4, the Certified FIR concluded the lighting and glare impacts of the Approved project would be reduced to less than significant: The Revised Project would introduce nighttime lighting to the Project site, however; the lighting for the residential uses would not be expected to be out of character with the lighting provided for existing adjacent uses. Similarly, lighting for the Church campus, which would b,e seduced in size. compared to the Church facility proposed as part of the Approved Project, would be similar to lighting tha£alreaayexi'sts around'diesahctuary and would be consistent with the character of surrounding.uses, including Segetstrour High School. Wgifle new sources of light would be, introduced, the nighttime character of the area would not greatly change from the existing condition. Nevcril eless; the Revised Project would be expected to comply with'Mitigatioli Measure VlS-2, which requires preparation of a lighting plan that specifies thatexterior lighting at the perimeter of the. site be directed downward onto the Project site; and that feat res (e.g., hoods, or liaiapct walls) be included where.nppropriate to minimize light spillover Onto adjacent parcels. Mitigation Measure VIS -2 would address night lighting impacts associated with the Revised Project and impacts would beseduced to a less than sitiiificant leveI 'therefore, new or more severe sign lieani,impacis beyond those identified in theC.criffled Elk would not occur: Tlie Revised Project would comply with Mitigation Measure VIS -2 from the Certified EIR and no additional mitigation measures are required, Mitigation Measures: Based on the analysis and information above, Mitigation Measures VIS -1 and VIS -2 included in the Certified IRR for the Approved Project would be applicable to the Revised Project. VIS -I "11ie design and character of project architecture of the church component shall be compatible with vicinity development. Architectural plans shall be reviewed during site plan review, VIS72' Residential project design shall include a lighting plan to specify'that,exterier lightingt the perimeter of the site shall bedirected downward onto the;project site and where'appropriate,,incl include features .(e.g., hoods -or parapet walls) to minimize fight spill-over onto adjacent parcels. Findings Related to Aesthetics: No New Significant Effects Requiring Major Certified Elft Revisions. Based on the foregoing analysis and information, there is no evidence that Project modifications requires major change to the Certified EIR. The Project changes will not result in new significant enviromnental impacts related to Aesthetics, and Ihere in so substantial increase in the severity of impacts described in the Certified f:1R: P:%1101h01'Addcodum%A&kcndum.docx AW051t7a 75B-61 2-12 ,DNYIiOHMRHTAL IUVADT REFOAT,ADDRNDOM ARMST209a RANOH.REVISEn PROJFCT- -8Y9TRLLERR 2119 - - SANTA ANA CALIFORNIA Nd Substantial Change in CirCL1MStaRCcRequiring ilta,lor Certifled EIR Revisions: Therc'isno information in the record or -otherwise available that -indicates that there are substantial changes in circumstances pertaining to Aesthetics that would require major changes to the Cerlified17111. No,New Information Showing GreaterSignificant Effects than the Certified EIR: This Addendum has analysed all.available relevant infonnatiob to dctennine whether there is new information that was not available at the time thc-EIR was adopted, which would indicate that a new significant effect not reported in that document mi htbecuir, Based on the information and analyses above, there is no substantial new information indicating that thcresvould he a news ignificant impact related to aesthetics requiring major revisions to the Certified 1731R, No New Information' Showing Ability to Reduce Significant Effects in the Certified EIR. There are no alternatives to the Project or additional mitigation measures that would substantially reduce one or more significant impacts pertaining td Austhetics identified in and considered by time Certified EIR. t';�SklOIUUi1AJdeneum'.Wdeniilirn:Auc2 �09;05/17�� 75B-62 2-13, a NVIBONNENTAL INPAO'r: ktI-0K V ANaaNnUN , SRFTENRa R°2017 ARMSTRONG YANOtr kaVIM PROPOT SANTA ANM OALIYORNtA_ 2.2 AGRICULTURE AND FOREST RESOURCES ncht�7e os�su�ilw - tiiRviRwl 'Eev'erc CasNgefeom Would the pmjeerr 6npvcM Inipael Pr¢vkuYMaljTa S1ateividc Importance.(Fanaland) to non-agricultural use? (The Farmland Jliipping:and Moohoring program Ili ilie California ❑ ❑ Resource.: Agency, Department of consmution, maintains detailed rna m of thescandbthercategories:oftnnniand). (b) Conflict with existing zoning foragricultutalasenraWilliamson ❑ ❑ ,® Act contract? (c) Involve other changes in the existing environmeiu which, due to their loeatioe:otifilure, cow ldtndMduallgorcumulatively result ❑ ❑ -® in loss of Farmland, to non-agricultural use? Analysis of Project.Changes: a) At the firne of eciii(icalion of the LIR, the Project site for the Approved Prglect was an agnculturai,fieId cotnpused or pt ,ne'Paitnland. Because the Approved Project wnulti convert prime farmislnd to a residential and chiircli developnaertt, the C crtified EIR coact i led that impact% to farmland would he significant and unaboiidable. The Project site is currently undeveloped, is not used for a0culturalproduction; and isnot designated Priine Farmland, Unique Farmland, or Familarid'of Statewide'Importance on maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency.l The Revised Project would not convert Prime'Farmland, Unique Farmland, Farmland of statewide lniportance, or"any"other type offarmland to a tion=ap icultural use. Futthrir,po agricultural rise is adjacenEAo Elie Project sitg and the vicinity is developed with urbanuses. "herefore, no iinpaetS.to Primo Futmlmil, Unique'Fannlat d, or Farinland of Statewide hnportance,would occur as a rmultof Project implementation and no mitigation is . required:herefore, the Revise([ Project would not result i L n new significalit'inupacts beyond those identified in the Certified' EIR.'No new mitigation measures are required. b} As stated abq-�,e'at the time of ccrtificatio_n of theEIR; the Project site was an agricultural field composed ofptimc farmland. Accor¢fng to the.Calif'ornia Depatinient.of Gonserbation's.state of California Williamson Act Contraei hand map for OrangeCounty:, the Project site is not currently protected by, or elie'bie for `G'illiamson Act contract. N,o impacts to'agricuftural use a Williamson Act contract would occur as a result of inipleinentaiien of the Revised Projeci. '17lerefore, the Revised Project would not result in new significant impacts beyond those. identified in (4c Certified FiR. No new mitigation measures are required. o) At the time of certification of the MR, the Project site for the Approved Prq)ect wm an agricultural field eoiitposed of prime farmland, Because theeApproved Project 1v661d convert California Department of CanscrVatinn. httpsalmap3.conscrvat7077.ca.govJiilrp/cittimzseiieSJ (nccc sed September 3, 2917)• r:''SH016a4'•AilJeoauao'Nt1Jen8mn.doc:. MA:'OS/17n 75B-63 2-14 nv V1Ro NYNNYAL IMPACT REPORT ADDENDUM ARMSTRONG RANCiI RYV14Rp PIIGJEOT 9RPTE8RER 2017 ,SANTA ANA, OALIPORNIA pririe fivinhind to,a residential and church development, the Certified E•,IR concluded that impacts to farmland would be significant and unayoidable. 'fhe Project site is notcurrently used for agricultural production, The Revised Project would.not convert farmland to a non-agricuh'uril oscrLikewise, the Revised Project would not contribute to emrironinental changes that could result in conversion of farmland to non-agricultural. use. Therefore, no impacts to farmlands would occur as a result of Project implementation and no mitigation is required. Therefore, the Revised Project would not result in new silmificant impacts beyond those identified in the CertiGul EIR. No new mitigation measures are required. Mitigation ;Measures: No mitigation is required, Findings Related to:Agricultural Resources: No New Significant Effects Requiring Major Certified EIR Revisions. Based on the foregoing analysis and information; there is no evidence'that Project modifications require a major change to the' Certified EIR. The Project changes will not result in new significant environmental impacts related to Agricultural Resourcus, and lhcre is no substantial increase in the severity of impacts described in Certified EIR. No Substanthd Change In Circumstances Requiring Major Certified F,iR Revisions.'fhere is no information in the'record or otherwise available that indicates tharlbcre are substantial changes in circutnst:mevs per.[aining.to AgriculturelRmurces that would require major changes to the Ccrti�ied EIR, No New information Showing Greater'Significant Effects than the Certified EIR. This Addendum has analyzed all available relevant information to determine whether there is new information that was not available at the time the EIR was adopted, which would indicate thata new significant effect not reported in that document might occur. Rased an the information and analyses above, there is:no,substantialnew information indicating that there would be a new significant impact - related to Agricultural Resources requiring major revisions to the Certified EIR. No New Information Showing Ability to Reduce Significant Effects in the Certified EIR. There are no alternatives to the Project or additional mitigationrncasures that would substantially reduce one or more significant impacts pertaining to Agricultural Resources identified in and considered by the Certified EIR. P:15H[)16U31.IJJenJliriAAddtndunl::ecx n0'bVS.+I L. 75B-64 ANN110NMENTAL tHMOT Y¢PO¢t,:AOpYNDUN 9EPTFM9zx reit A¢iaaiYDNO YANCHAYEYIanU PYOJP.OT � 'aeNTA.ANA,.. AALIPOANIA. 23 :AIR QUALITY- xCW More seveg_ nn SuLitaudat Cbaogernm' Would elle fCoJeCl:' .slenianmt 1.put rmpocr Prevla¢aAnalpk '(a) Ctiotllet .with or6 struclimplementationoftheapplicable Air 0 t)uah Attainrirenl Plan or Con as O dlanae melt Plan^ (b) Violate, anyslanonary source aur quality standard or contribute. El -to ancxistinor roosedair quality violation?� (c) Result in-acumulatively eonsiderublenet increase ofanycriteiin .pollutant far which Ole projex.t region is lion attainment under an ❑ Ll 9 applicable federator statc?mblent air quulut) standard (including releasing emissions which exceed qutintitalive thresholds for Mone precursors)? Ezpwcscasitir'e receptors W 3ubs[antiai,pplluhtnt 0 -[J concentrations? (e)' .Create objemtionuble odors affectitigj l substantial nutiiber,of El Analysis of Project; Changes:. a) The Project site is located within the South Coast Air Basiii.(Basin) which is under the . , MananemeatDistriol (SGAQiv@).'SC'AQpiIJ) and.lhc JUN LLLG 1 lL �U A,.. Plan (AQMP): The.main purpose.of an,AQ1viP is.to describe air, pollution control strategics io be taken -by -a city; county, orrcgiolrclassifieci'as a nonattniinmentarea in order to bring the area into compliance with federal and Stnte air quality standards. A •nonattainmenl area is considered to have air quality worse than the National Ambient Air Quality Standards (NAAQS) as defined hi [he federal,Clean Atr Act The Basin i4 (h'nonattainment for.the federal and State standards for ozone (Qa) and pi mgulate matter" less than 2.6 micrtins lit diameter (PMS) and in nonattainment for Lhe,Statestandard e6r particuiafemattzr:less Than 10 microns in.dianieter (PMio)-ThnBasin is in attaintnent(maintepaticeLunclassi lscd status for all other federal and State cntgria`pollutant standard's.. Consistency with the 2016 AQMP Tor. the Basin (2016 AQ�1P).mgans that a' Projcet would lie consistent. With Ih"c goals, objeetives, and assumptions in the respective plagtti achieve the federal ar d State air quality standards: Per:lhe SCAQMD CEQA Air Qualrly Handbook (April 1993)i there are hvo"main'i - icators b a project's consistency with the applicable AQh�mp: (1) whether the project would increase the frequency orseverity of existing air quality violations, cause or contribute to now violations, or delay timely attainment of air quality standards or the interim emission reductions snecifred in tl e 2012 AQ,\1P; and (2) whether the project would exceed the 2016 AQ1A1i's assumptions for 2030 or yearly incrementsbased on the year of project build out and phasing. For the Revised Project to be consistent with the AQMP adopted by the SCAQMI), the project,,irould need to be eons stent with the projections of employment and population forecasts identifrcd in the 2016 AQMP The Revised Project would add 42 single, family residential units which weren't previously envisioned for.'the project s«e; however the overall population grnwth associated 11 with'the project would be consistent with, the overall growth pmjectiolis for the region contitined in the AQMP_ Therefore, similar to the t\pproved Project, the, Revised Project would also not be inconsistent, with the AQ4V1P allainnteut forecasts The 1•:'si10114}M1lAddnictum4Cdd.•ndum.ducx i9:'t1?11'x 75B-65 2-16: ENViROVbXNTM.. IMPADT.;ASPOET ADDENDUM -SEPTZMUEE-]411 AUMSTRON0 HANON REVISEDPROJECT SANTA ANA. 'CALIFORNIA Cer ified EIR,alse'concluded thakthc',Approved Project would not conflict with an AQ1vIP. 'Therefore, the Revised Project ivoWd not result in new signiticant impacts beyond those identified in the Certified EIR. No new,mitigation measures ore required li) Similar to the Approved Project, air quality iutpacts could,occucdur]hg construction oftlie Rc*cd Project froin'soil disturbance and equipment exltaustl Major sources of emissions during 'grading and site preparation include (I) exhaust emissions from. construction vehiclesi '(2) equippienFand fugitive dust generated by construction vehicles and' equipment traveling over exposed surfaces, iind '(3) soil disturbances from grading and backfilling. Construction emissions from the Revised Project the potential to excccd criteria pollutantthreshokkestablished by SCAQMD. However, the [Revised Project would comply, w' ith MitigationMeasures AQ -1 and AQ -2 from the Cerlieted EIR, which require adherence to standard SCAQMD standard measures to reduceairquality impacts, as well as SCAQfvID Rules.402'and 403 to reduce fugitive dust during construction. Mitigati&i Measures 41.and AQ4 would reduce short-tetin air quality impacts associated with.the Revised Project,;Due to increased emission regulations on construction equipment, emissions associated with construction'orthe Revised Project are expected to -be lower than those identified for the Approved` Project. T1te,Cerlifled EIR identified construction nitrogen oxide (NW) emissions :is stgnificatit".ind unavoidable. Implementation yr the Project.would use a construction fleahthat.would'piadney I o�tile NOx etnissiolts than thiisa identified in the, Certified EIR. Therefore; the Approved Project is not expyoled to result in new or worsening air 11uality impacts. No.new, mitigatimi measure$ are.required. Similar to the.Approved Project, long-term ainemission impacts <are associated with ;mychange. in permanent use of the P.rojecr site,liy on=site siationar5' and oft=site mobile sources that substantially increase emissions, Stationary -source emissions incln(le lnissions associated with electncity consurn tion olid natural gas usage., Mobile -source emissions usually result from vehicle trips associated,with o project. t is anticipated thatstanon try sources of the Revised Project would be similar to the, Approved Project. As discussed in.Section 2:15,. 'TransportationoTraffic, the Revised Project'woutilgencrate:fewer traffic trips compared to the land uses proposed for the Approved Project; therefore, air quality impacts of the Revised'Project rf6ii mobile sources would be loss, than the Approved Project: The Certified EIR concluded that operational t,it,quahtI; emissions would not exceed SbAQmlI thresholds and wouldbe:lessthan silniiflcanr. Therefore, :it is anhcipalcd dta[ operllional air quality impacts of the Revised Project would also not exceed SCAQMD diresholds and would be'less than. significant. In summary, short and long-term airquolily impacts would be'sitnilar or less than those identified in the Certified E1R. Therefore, the Revised Project would not result in new'significant impacts beyond those identified in the Certified FIR. No new mitigation measures aie'required.. c) The'Basin is in notiattainment for the federal and State standards for ozone (fir) and particulate matter less th;in'2.5 micrdns in size (PMi,5). In addition, the Basin is in non mainment for the, State particulate hiatter less than 10 mnsize microns i(P[vho) standard, and atelintnent/maintenanee for the federal PMI.,; carbonmonoxide (LO), and nitrogen dioxide'(N0,) standards. :As discussed in Reponse 2.3.b, above; construcliori activities have the potential to exceed the SCAQMQ'scriteria pollutant emission tlimsholdc, However, the projected to ilssions of criteria pollutants resulting during construction of the Revised Project would similar to or less than those Pii5lIU16iV?AdAm3om�tddendirtn:dnex 75B-66 BN VIAGNYENTAL'[Y PACTAiP OAT ADD6NDVELi identified in the.Certified EIR; with implemcttlation of- from f from'the'Certified Ek The prgjected,operational crinis(. Revised Project are expected to be below the emissions Cumulative emissions.are part o f.lhe emission iuycnlor area. Therefore, as identified in the Certified FIR, emisq consideiable. Because the Re visc'd Projee(cmisaions'.ri wiih implementation of Mitigation iy wdres:AQ,i and cause a curimlatively considerable net increase of eriter nonattaiimient status in the Basin: TheCortifted Flkah Approved Project.would not be cumulatively consideral no result in new significant impacts beyond those idem mitigation measures are required. d) As'described in Response 2i3:b, the _A¢MIT YONC AANC II 9CV[UD PROJECT" IANTA ANA, CALIPOANtA 'Measures A04, and AO iteria pollutants as a. result of the :established for the region. in the AQMP for the Project the J that:air gaality jmpacts of the ore, the Revised Project would Certified EIR; No new e receptors to'airborno particulates as well as a small 41 u¢ually.diesel-fueled.vehides and equipment). H for would-ciimpiy with Mitigation ,Measures iAQ4 and •d SCA.QMD standard measures to reduce air'quality in 2 and 403 to reduce fugitive dust during construction. I ald reducehnpacts related to exposure of sensitive rcec ions during'construction to a. less than significant level. fugitive dust w•iiliimplementation of Mitigation Measures AQ -1 and AQ 2: Tlie Revised Project would not result in new -.significant imp tcts.beyond those identi Certified E1R. e) Heavy-duty equipment operating in the Projccrarea during construction would'( primarily from the equipment exhaust. However, odors related to construction a tease to occur afte ;construction is completed. In additien, titese. odors'�vould be Prolwt stte i ii1 wouhi'dispwse quickly. During'operation,.the proposed uses art to emit adv:gbja ienable,odors. Ttierefore, the Revised Project would not ezpa numbers of piupte to,objectionable odors. The Certified EIR also concluded tha Approved Project related to odnrsmwouldbe less than signifieant.'llierefore, the would not result in new significant impacts heyond those identified in the Certil additional nurigation measures are required. llitigatidn lvteas}tres: ^r, the: as . to to Prgject No Based un the analysis and information,1166ve, [Mitigation Measures AQ -1 and AQ -2 ii eluduil in the` Certified F,IR for the Approved Project would be applicable fothe'Iteiised Project, AQ -1 The Proim developer(s)-sliall develop, and implement a -construction management. platl, as approved by the City of Santa Ana, which includes the folloHang'mensures r otrimgtidetl by the,SCAQNID, or equivalently effective nieasures'approved,by the City of Santa_ PSSnU14a4'•Addmtluni:laaendum:acci G49Rii+Y i9 i-1 s 75B-67 'RKVIRDNMRNTAL IMPACT RRPCRT'.ADDRVHUM ARMSTRONG RANCH RZVISDD PROFRUT S.SYPSRM0aR IIIA SANTAANA. CALIFORNIA' P Configure censtruc060arking to mini,iniZe.traffic interference Provide tcmporary traffic coiitrmls duriniall.phases of cotistructicm activities to maintain traffic flow (c.g., hag.persnti) • Schedule construction activities that affect traffic flow on the arterial system to. off-peak hours to the degree practicable • Re-route construction trucks awav from coogestedstreets • Cogsolidate'truck'delivcries when possible Provide_dedicaited turn times formovemeptofconstructiou trucks'and,equipntent on and bfi'siai. • Maintain equipment and chute cngincs in good condition and n`proper tune as per;manuf,ieturers"speciricaiiuns and per3CAQMD riles, to rninimize exhaust emissions • Use methanol- or natural gas -powered mobile ,equipment and pile drivers instead of diesel ko1he extent available and at competitive: prices, Use propane- or.butane pogered on-site mobile'egpipm6nt instead of gasoline to the bxientavaila -c and at conipetttive prices' AQ -2 Tfic,Pi-ijccl developer(s)'shall:mplementall utiles and regulations by- the Goveutinb, Board of the SCAQMI];Shat are,applicoble to the development of the Project (such ay - Rule 402-Nuisanee'and Rule 4'03—Fugitive LUust) and-thit are in effect at lhC time of development. Finding"sRclotW to Air Quality' No New Significant Effects Requiring Niajur'Cerlifted EIR-Revisions; Based on the foregoing analysis and information, there is no cVidencd that Project vibdikations regmre a major change to the (ertified.E1R.'`fhe' Project changes will -not result new sight figanl crtviromnenta► impacts related to Air Quality, and there ismo substantial increase,in the severity or impacts; described in the Certified EIR. .No Substantial Change. in Circumstances Requiring Major Certified EIR Revisions, There is no infornation in the record or otherwise'available that indicates that there are substantial changes in cireumstances'perminmto Air Qualify ilial' " uld'require major changes to the Certified EIR. Nv.New lnformation Showing Greuter'Slgniffcant Effects than the Certified EIR: This Addendum has analyzed all available relevant information to determine whether there is new information that was not available atahc time the Flt was adopted, which would indicate, that a new significant effect notseported in that document might occur. Bused on the information and analyses above,_there is do substantial new inttjrmalion indicating that there would be a newsigniticant impact related to Air Quit ity'requirinb m ejor reyistons.to the Certi Ged EiR. P::SIIOIFOd\MlJnndumLl+!.ienJlnn.d�+u� tCA.mSi 17n 75B-68 '2.19 ENVIEONMENTAL IYPAOr-E61•.DET ADDENDUM,, "ARME'Pd ONO EANC41'ay..VIBEO POOPCOT 9EPTENEEE HIr; SANTA ANA.-'OALIYOiS1A No New Information Showing Ability: to Rednce StggifieuiitEffects in the Certified EIR. Then:' ace no alternatives to thed'roiect or additional mitiginon measures that would substantially reduce one or` more significant -impacts -l* tainiiie to Air Quality identified in and considered by the Ccitified EER. Y:'SH01604'•.\ddmdumWdd".d=Ldocx .,W:@Si 1',, 75B-69 2-20 ¢HVIRONYRHTAI,-IMPAOT REPORT ADDENDUM ARPTUMSIR IPII ARMRTRONa RANCH.RP.VISM MOIZUT SANTA ANAsOALIRORNIA 2.4 BIOLOGICAL RESOURCES NEW %tm No satlltRan:a tMaIdd (lie prbie4: =slgihlaaat Sm rr. chug hAiN "'Impict-" Imputi. Prev6sA6RIyeM- (a) Ili ve.asubstantial adverse effect, eitherdirectly or through habitat niodilications; on any species iduatirml as a candidate, sensitivc, nr-spacial status,.pei:ies"in local at regional plans, E] El 9. pohlics, or regulations, or by the Califomia Department: of Fis_li and Cameor.U;S, Fish end WildH1c!Scrvica (b) Have a substantial ndveise effect an any'riparlan habitat or other sensitive natural community ide ntificd in local or regional'plans, El 1:11 z policies, -and regulations or by Ilia ;California apartment of fish and Crime or U:S. Fish.and Wild]ife.Service? '(c)' Adversely impactledcrally prote'cted+ectlands'(including, hot not limited to, innish, vc'mal pool coastil, etc,) either indnidually or'In cclprhination with the knot>;fi orprobahle 'El ❑. impacts-, mpacts of othix activities through dir&t"removal,rtillmg� hydrological inlcrru lion, or' other means? (d) ConFllcrwith any local policies orordivances,protecting biologrealresoun,cs; such as a tree pruservation policy or ❑ ❑ ordinance? Analysis of Project"Changes: a) The Cali fornia,Department of Fi; (CNDDB)'Rgrgfind $,) (2016) p, -Wildlife's DiVcrsityDatabase, on of potentially records scaich'did riot identi fy any recorded itccurrcnccs of fcdcrul or State thrciicnetl-or endangered speI ic¢ within a3•mile radius of [6cPrnject site. However, the records earch did identify occurrences of California rareplants rank I B species within a 3 -utile radius of the Project site (southern.tarplant, Coulter's goldfields, mud nama,:and San Bernardino aster).' Although these species are unlikely to occu`ron the Project site, there potential to occur on the Project site citmot be ruled' out because these plants occur in disturbed ltnbitats: In addition; the Certified GTR identifled the potential for burrowing owls to occur on the Project site. Finally; the.Certified EIR identified the potential for raptors'tc;utilize the Project site asf'oriagiiig habitat. The Revised Project would'aoniply with Mitigation Measure BIO -I in4lia Certified EIR,which requires I construction surreys for burrowing owls. In.addition, a biological snldy, including a site sm-VTY,.would be conducted for the Revised Project to identify any species with the'potential to occur on theProject site. It is anticipated that any impacts to candidate, sensitive, or, special status species would be'mitigated to a less than significant level, The Certified EIR also concludeci that impacts to special -status species would be reduced to's less than significant level kith implementntion of Mitigation Measure BIO -l. Therefore, tte Revised Project would not result in «; nesignificridt impacts beyond those_' identified in the Certified "EIR. No new mitigation measures am -required. b) 'Ilia northern portion of the Project site is developed with a small sanctuary and a.parking lot and the southern portion is,undeveloped. The Project site is located in an urban area. Based on a review of current aerial images, the Project site does not contain any riparian habitat or sensitive natuml.coramunities identitied,by the California Departmentof Fish and Came'(C:DFG) or the P;':SFfnlRa4tAddrn�hvnlAildaialo¢i.docs „49aD5: t'» 75B-70 2-21 8NVIRONHH0•tAL IMPACT ABYOE'r AUUENUVM. SLNTYMDE] 2017 ARMSTEOKO' RANCK REVISED PROJECT SANTA ANA. OALIPORNIA United Stmusp Fish arid Wildlife Serviee (USFWS) Therefore imptemen(auoii of the Revised Project would hot impact "any riparian habitat or other sensitive natural comtnuitityidentitied in local or regioual.plans, policies, regulations, or by the CDFW or USFWS, and no'tmngation-is required. The Certified EIR also concluded that no ripariatfhabitat or other sensitive natural community would be impacted by ihaApproved Project, Therefore, the Revised Project would not result in pow sitnii ficam impacts beyond those idcnti lied in the Certified EIR: No new mitigation mettsures are required, c) The Certified FIR did not identify Howcvor, the guidance, for delincal Cur iiflcation of the FIR in 20021 tl of P.ngincors (USACE) or CDFWj drainages are observed on,the Proj, jurisdictional delineation -would be authorization from. the CDFWr the Board (RWQCit). Compcnsatoryi beyond those required. fictional wctlands'or waters or the Project site. fictional wetlands and waters has changes since rnscncc.of arcas`subject to United Slates Army Corps at cannot be ruled out. if potentially, jurisdictional iring the biological survey, an additional A, impacts to jurisdictional areas would require and the Santa -Ana Regional Water Quality Control i may be required as part of the perinitting processes, be able to be reduced to a'less than' significant, level tcle'signTeatures which'shall be discdssed in !refore, the Rayised Project "would not'rdsultin ne\q in the Certified SIR. No new mitigation mensures.a e d) 116 northern portion of the Projects'tte.is developed with a small sanctuary "and o parking lot and the southern portion is undeveloped.'lhere;are "no trees on the southern portion of the Project site and the Revisi;d Project would not'impact imy of the existing trees on the uorthem portion ;of the Project site; tl eiefore,"no frees d cold be remo4ed, cut, prpr ed, broken, or injure¢, -as psrt.of the Revised Prgjecl.;There:forc, the Reiiiscd Project would not cotiniet.with the provisions in the City's Municipal Code. The Reiised,Projcct %m uld not rccult it' a significant impact related to local policies"or.ordinances protecting biological resources, and no mitigation is required. The Corti lied F.IRconcluded that impacts of the Approved Project related to conflict:with any local policies or ordinances }x0t0e1i11gbioiogi6al resources .would be less than significant and -no mitigation measures wore required. Theret'ore,:the Revised Project would not result hrnew- sigr.i icant impacts beyond tlto,e identified"in the Certified MR. No new, mitigation measures are required. Mitigation Measures: Based on the analysis and infonna-don aliovo, Mitigation Measure "©IO -1 includedin the Certified EIR"for the Approved Project would be applicable to the Revised Project. BI0-1 Thirty days prior to the issuance ora grading permit, the City of Santa Ana shall raluire.1he applicant to hire a;qualiftcd biologist with appiopriateyesource agency permits to survey.within"dle limits of"disturbance for thatphaseof developtncnt/construciion (i.c., the residential or church portion'of the project site) to determine Ilse presence of active burrows for burrowing owl. Any active burrows Found during survey efforts sball be mapped on the construction plans. 1':151101 2-22 75B-71 CN VIRONEII NTAL'. IMPACT REPORT ADDENDUM' 9£PTENCER IREE ARMRTIIONO RANCN :R9VI9 ED -PROJECT SANTA ANA,CALIFORNIA if an active bturow is;present, the active site shall be protected 'nntil nesting activity has,ended is c6milliance with"§3503.5 of the California Fish and Game Code. Nesting activity for raptors in the project region nomially occursfrom February I to June 30. To protect active Uttrrows, the following restrictions on construction are required between February l Sand June 36 (unless burrows -.ire no longer active, as determined by qualifiedliiologist):' I. Clearing looms will be estiiblished.a minimutn of 100 feet in any direction front ally active borrow. 2..: Access and surveying will not be allowedwithin 50 feet.of any active burrow. Construction during the tion -nesting season call occur onlyff a:qualified biologist has determined that the burrows are no longer active. if an active borrow is:observed during the non -nesting season, a qualified biologist"shall monitor llte burrow: and evacuate it using CDFG-approved burrow closure procedures. Ffnding� Related to. Biological Resotirces No New SignifieanlEffects Requiring Major Certified NfR Revisions. Based on the Foregoing. analysis and; information, there is no evidencethatProject mudiCications require a major change to the Certified EIR. The Project changes will not result in new significaru environmental impacts related to Biological Resources, and there is no substamial'increase in dto severity of impacts `descr hed. is the Certified EIR. No Substantial Change in Circumstances Rcgt inforinatioh in the record, or otherwise available:[] circulinstances pertaining to Biological Resources FIR. No New Information Showing. Greater Signife Addendum has analyzed all available relevapt int information that was not available at the.tinie the significant.effecrnot. reported in that documentin to is no changes io the .cts than the Certified Elit.'1'his .i,t6 detemtine whether there is new s adopted, which would indicate that -a new ur. Based on the information and analyses that tliere would be a new significant imPacf to the Certified EIR. No New Information Showing Ability to Reduce Significant Effect's in the Certified EIR,'Fhere are no alternatives to the Project or additional mitigation measures that would substantially reduce one or more sibmificant impacts pertaining.to Biological Resources identified in'and considered by the Certified EIR. F:tJUUf Wl'�AiklrnrlvmrAJdendum.aocl afFhbErl?» 75B-72 2-23 EffwROK0YNTAL INPACr REPORT ADDENOC.N-IRMATRONC RANCH RaYCIED PYOJECT' 9EPTEYRCY 7010 SANTAMM CALIPORNIA 2:$ CULTURAL RESOURCES Fr• .In r nsnhlrnnu:ll Sl�ninannl Surae Chanyu from MUM the prgjert.� nnpaul LDpacl nmrlauv Analrnu (a) Cause a substantial n6crsr ebange in [tic sivilieaneeofa D historical res-6urce as defined in 05064,5? (b) Cause a substantial advLTsc change in the significance of an ClD archaeologicalre'ouece ursoaiIt iO X15064.5? (c) Directly or indirectly destroy a unique palwntolooical resource ur Silc4 (d) Disturb any human remains: including those inlcmd Outside of ❑ E fnrnal cemeteries? Analysis of Project Changes: a) CEQA;defines n "historicatresource" as aresource that meets one or more of the following criteria: (1) is listed in, or determined eltgibie-for listing in, the California Register. of Historical Resources (California Register); (?) is listed in a local register of historical Sesouices•'as defined in Public Resources.Code (PRC) Section5020.1(k); (3) is identified as significant in a historical resource survey meeting the requirements of PRC -Section i024.1 (g); or (4) is determined to be a historical resource by a pmjccl's Lead Agency (PRC Section 21084.1 and State CrQll Guidelines Section 15064.5[al). ,According to the City of Santa Ana Crencral Plan, Land Use Element (1998), the Project site.is not considered to be a National or State historic resouror; and is located in the dowinown.historie district. Tn addition, according to the Office of Historic Preservation, there are no historic resource on the Project site. The Revised Project, which includes 42 single-family detached residential units and a reduced or.smaller.Chwelt campus, would not affect any structures that are eligible for listing as a historic resource. The Christ Our Savior Church parish was founded in 2005 and the buildiirgs on the Project site were constructed atter 2005. `therefore, the Revised Project would not result in eny-unpacts related to historical resources and no mitigation is required. The Certified EIR also did not identify any impacts -to historical resources that would occur from implementation of the Approved Project -JI erefore, the Revised Project would not result in new significant impacts beyond those identified in the Certified ECR. No new mitigation measures are required. b) According to the City of Santa Ana General flan, Land Use Element (1998), the Project,site is not located in an area of known -archeological sensitivity. However, because the general area was once settled by Native American groups, there remains the probability that archeological materials may be present below the surface: 'therefore, similar to the Approved Project, unknown areh(wlottical resources could be exposed during l;qading'and site: preparation for the Revised Project. The Revised Project wrottl(I be ruluired to comply with Mitigation Measure CR -1 from the Certified Ella. As specified in Mitigation Measure CR -i, if archeological resources are discovered at any time during construction activities, those activities would be halted in the vicinity of the. Find until it can be assessed for significance bya qualified archaeologist. California Ounce oCHistoric Preservttiou, (range County Historical. Landmarks, hap:/Iohp.parks.ea.govi 9pagc_id=21445 (accctiscd Scptcmbea3, 2017), P: ISHOIGn4•_AddmdnmWdderduiu.dnca 40"5,17n 75B-73 2-24 8NYI8ONYCNTAL IMPACT -REPORT ADDENDUM SEPTEMBER 2014 -ARMSTRONG 8AK0681'YtSBU PROjKCt SANTA ANA. CALIFORNIA hatplementatiori f Mitigation Measure CR -1 would reduce any potential impacts to previously undiscovered arcliaealogical resources to a less than signi ficant level. T7te Certified E1R also concluded that the Approved Project would result in less than significant impacts to archeological resources with hnplementation of Mitigation Measure CR -1. Therefore, the Revised Projectwotild not result in new significant impacts beyond those identified in the Certified EIR,.No new mitigation measures are required. c) Accotding,to.the County of Orange General Plan, Resottrce_Element (2015), the Project site is not located in a general:area of paleontological sensitivity. 1'lre Project Site was historicallyused for agriculture. Previous tilling of the site for agriculture would have resulted in ground disturbance of up to no more than 2 feet in depth. According to the Certified HIR, if excavation on the Project site exceeds 5 feet in depth, the potential exists for fossil remains to be encountered at previously -unrecordedfossil sites. The Revised Project would be required to comply with Mitigation Measures CR -2 through CR -11 from the Certified E1R. 'these treasures comprise a' paleontological monitoring program in compliance with the'Society of Vertebrate Paleontology standard measures for.reducingpotential impacts to paleontological resources to a less than significant level. implementation of Mitigation Measures-C'R-2 throu;;h CR-.ltwould reduce impacts to paleontologictd resource are to a less than sibmiftcam level by ensuring the appropriate identification, treatment; and curalion of any paleontological resources that Have the potential to -yield substantial information about history or prehistory. The Certified EiR also concluded that the Approved Project would result in less than significant _impacts to paleontological resources with implementation of Mitigation Measures CR -2 through CR -1 1. Therefore, the Revised Project would not result in new significant impacts beyond those identified.in the Certified E[R. No new 'mitigation measures are required. d) No known human remains are present oil the Project site, and there are no facts or.evidence to support the idea that Native Americans or people of European descent are buried on the Project site. However; as described above, buried and undiscovered archaeological remains; including human remains; inay be present below the mound surface in portions of the Project site. Disturbing human remains could violate.the State's Health and Safety Code, 9l,6well m destroy the resource. In the;nnlikely event that human remainsare encountered during grading, the proper authorities would be notified, and standard procedures forth respectful handling orhuman remains daring the earthmoving activities would be adhered to, Construction contractors are required to adhere to,California Code of Regulations (CCR) Section 15064,5(e), PRC Section 5097, and Suction 7050.5 of the State's Health and Safely Code. To ensure proper treatment of burials, in the event of an unanticipated discovery ofa burial; human bone; or suspected human bone, the law requires that all excavation or grading in the vicinity of the find halt immediately; the area of the find be protected, and the contractor immediately notify the County Coroncr of the find: The contractor, developer, and the County Cotuncr are required to comply with lbe provisions of CCR Section 15064.5(e)JRC Section 5097.95, and Section 7050.5 of the Slate's Health and Safely'Code. Compliance with these provisions would ensure that any'powtulial impacts to unknown buried human remains would be less thin significant by ensuring. appropriate examination, treatment, and protection of human remains as required by Stalc law., No mitigation is required. Because impacts to human remains would be less'thim significant, the Revised Project 1?�Stn116U4LWdmdu,'Addcndum.docz atfl,YY3i1 h. 75B-74 2-25 ENVIRONMENTAL IMPACT REPORT AUUENnUMARMSTRONG RANCH:REVTSEU PROJEUT SEPTEMBER W7 SANTA ANA. IOALIPORNIA would not result itftiety significant:itnpacts beyond lhose:idLmifed hithe Certified EIR. No nevi mitigation measures are required., Mitigation Measures: Based on the analysis and information alcove, Mitigation Measures CR -I through CR -1 i included in the Certified BIR for the Approved Project would be applicable to the Revised Project. CR -1 If cultural in are encountered during monitoring, testing, eonstruction,.or any subsurface excavation nr other disturbance, all such activities shall cease in that location, and the City'Aall be notified. A yualiticd'archaeologistshall be coniactcd to identify and evaluate the''' materials andto design and implement any mitigating measures found to bejustifcd. Additional work required may include Phase 2 or Phase 3studies. No construction activities shall resume until authorization is obtained front the City'sDireetor of Planning and Building Agency. CR -2 Prior to any earth -moving activity in the parcel,.a,rertebrate paleontologist retained by the developer and aliproved by:the City of Santa Ana shall develop a.sto age agreement with the LACMVP, the Countyot Orange paleontologic collection storage facility, or another acceptable museum repository to.allow for the permanent storage and maintenance of any'fossil remains recovered in the parcel as a result of the monitoring progiram, and for the archiving of associated specimen data and corresponding geologic and geographic site data at the.museum repository. CR -3 The palcantologisl shall develop a fnttigatiodplan and a discovery chruscflreatment :plan that, when implemented during earth -moving activities in the parecl, Shall allow for time recovery and subsequent treatment of any fossil remains and associated specimen and sit6.data uncovered by th6e activities. C114 The paleontologist and a paleontologic construction monitor shall attend a pregrading; meeting to explain the monitoring program to grading contractor staff and to develop procedures acid lines of communication to be implemented if fossil remains are uncovered by earth -moving activities, particularly When a monitor is not on site. CR -5 Paleontologic monitoring.of eartlrnioving activities (particularly trenching) will be conducted by tile' monitor on a"full-time basis bit" these activities liavve exceeded a depth 3 feet below cutretit. grade, Eardt-inoving activities in areas of the parcel where previously undisturbed strata will be buried but otherwise not disturbed shall not be monitored. Monitoring -shall include the inspection of debris piles'generated by trenching and other earth -moving activities at depths greater than 5 feet below current grade. CR -6 If fossil remains are found by the monitor, earth -moving' activities will be diverted temporarilyaromid tate fossil site until the renutins have been recovered and these activities allowed to proceed'througlrtha.site by the titoniior: P:15HOI M4'•,AddecduiiVAddcndum 1rcec09:aJlixi 2-26 75B-75 "VIN DNM CN'rAL IMPACT kBPUZTADDENDUM SEPTEMBER Pd L9 'AYNBTRONO,RANCH EF.VI9Rtl.PR<IJRCT- SANTA ANA, CALIYCRNIA CR -7 If too few or no fossil remains -are -found after.50 percent of earth-movink-activiti6s in wrens of the parcel underlain by a particular, roc. unit Iiavebeen completed, monitoring can be reduced or -discontinued in the remaining areas of the parcel where underlain by the same rock unit. CR -8 If fossil remains are encotintered by earth -moving activities t39ien th.e monitor is not onsite, these'activities shall be diverted around'the'fassil site and the fnrinitorcalled to'the'site inmrediately to, recover the remains; CR79 If fossil remains are:found, up to 6,000 pounds'(3 tons) of fossiliferous'-rockshell be recovered from the fossil:site and processed to allow for the recovery of smaller fossil remains. Test samples maybe recoveredfrotn other sampling sites in the rock unit. The total weight of all processed'samples firm -the parcel shall not exceed 6,600 -pounds. CR -f0 tlpy recovered fossil+remains shall be prepared to the point :ot identification and idem fred to the lowest tasonotiiic level possible bykhowledgeablepaleontologists. peeimen nuinbers:und co respondirig fossil site numbers as appropriate; in specimen traysand, if necessary, vials with completed specimen data.cards) alogued, and associated spccimcn dala`and corresponding geologic and phic site data shall 'be archived (spccimcn.and sitanumbers,and corresponding tered into appropriate museum repository catalogs: and computerized data buses) at the museum repositoryby a laboratory technician: The remains then shall be ..>; ... accessioned into maintained, mid; fauce',study by -q, For CR -1 f A final report of results and findings 'shall be prepared bydhe paleontologist for. submission to the City of Santa Ma and tile ,inuseuln repository following accessioning of the Proposed project fossil collection int.othe museum repository- Fos epository fossil collection. The report shall describe.the'geology and stritigmphy ofthe parcel, suiimnarize field and laboratory rnethods used, include a faunal list and'an inventory of catalogued fossil specimens; evaluate the, scientific importance of the specimens, acid discuss the relationship of any newly recorod fth ossil:site in dieparcel to relevant fossil sites previously recorded front the fossil -bearing rock unit in the parcel vicinity and from correlative rock units in other regions. Findings Related to Cultural Resources: No avert" Signitielkht.Effects Requiring NIstjdr Certified EIR'Re' inions, Based on the foregoing analysis and information; 4here is no evidence that Project modifications require a major change to the. Certified EiR. The Prc?jeetchanges.will not resuli in new, significant e-nvir6mnental impacts related to Cultural Resources;, and there is no substantial increase in the severity of impacts described' in the Certified EIR; PASI IOI Y]JlAJ3enanmv4ddErtdunl:docs' IdfraS!I ^�. 75B-76 2-27 RKV/ RONMENTAL IMPACT -REPORT ADDUNUUM :ARMSTRONO RANCH REVISED;PROJECT SKPTEMEUR TcIi SANTA ANA, CAGIPORNIR No:$ubstantial Change in Circumstances Requiting blajor'Certified EIR Revisions. There:is no mat inforion in'the rucord or othenvise available that indicates that there are substantial changes in eircmnslunces pertaining to Cultural Resources that would require major eliangesto the Certified Lim_ No New Information Showing Greater Significant Effects than the Certified EIR,'[his Addendum has analyzed all available relevant information -to determine whether there is nein information that wast' noeavailable at the time the Ella was adopted, which Mould indicate thata new significant effect not rctrgrted in that document might occur. Based on the.information and 'analyses tibove, there is no substantial new information indicating that there would he new,significant impact related to Cultural Resources requiring major revisions'to the'Cert1fied EIR. No New Information Showing Ability to Reduce Significant Effects in the Certified EIR. There are no alternatives to the Project or additional mitigation measures that Would substantially reduce oue.or more signi fieantimp acts tu pertaining to.CulraI Resources ideititied in and considered by the Certified LIR. Pot$IIIJIGC1d41dJeiiduddA+idnd+im.ducs gQ9Aj5p7-- 75B-77 2?8 ¢NYIAONMDNTAG-U(I'ACT RTVORT ADDINDUM w4MSTAONU RANCH A¢Yr 3T.O PRO ACT' 161"rCMDDC iD19' SANTA ANA', OAI,IrORN1A- 2.6 GEOLOGY AND SOILS No" mue is Sob l3ena FF'Utf?fI,lFle lr/'eject; 5[6019030( scwr0 Ch4ner from Impnd Impact 1'1m, I..x ADaly,i, (;I) Expose people orstruOures to potential silbsraiitial adverse CITeels, including the risk Of loss. inlury. or death involvine: i) Rupture of a. knovm earthquake fault; as. delineated on the must recent,Alquist-Priolo Earth(plake,Fault Zoning Map L3 11issued by,.thu:State Geologist lour the -thea or based on other substantial evidence of a known fault? ii) Strong sei5micgniundsliakini;? ❑ iii) Seismic -related Piound failure, incEding liquelaction? ❑ iv) Unidslides? ❑ Restilt in substantial soil erosion or die IZ of to soil?lj e) Would the - project result in the loss ora unit ucg culo ie featuie? (d) Is the'project Ic ated-onstrata ,or soil;that is=unstable tir that would become unstable as result ofthe.project and potentially' ❑ E]resultin on- or otl-sitelandshcle; lateral spreading, subsidenee,' liquefaction, or colla ie? (t:) Where sewers am not available for clic disposal of wastewater, is dleloil capable ot'supporung the we of septic hiuki.or 11 El disposal systems?, Analysis of Project Changes: a) (i) As with all of Southern'California, the Project site is sulijeetto strong ground motion resulting from earthquakes on nearby faults: According to the City of Santa Ana General Plan, Seismic Safety Element(1952, reformatted 2010)i,no active, potentially, active, or nactive fadlts are known to exist in Santa An'a. In addition, according to.the City of or Aiia General Plan, Land Use Elernent (1998), there are no Alquist-Ptiolo Earthquake Fault Zones within the City. Therefore, the Revised Prajectwould not expose people or structures 10 substantial adverse effecls'involving the rapture of a known earthquake fault as delineated on the most recentAlquist-Ptiolo Earthquake Fault Zoning Map, and no mitigation is required. -1'he Certified EIR also concluded that the Project site is not subject to fault rupture. Therefore, the Revised Project would not result in new significant impacts beyond those identified in the Certified E1R. No new mitigation measures are required. (ii) The Prolect,site, like all of Southern,California, is located in an active seismic region—Ground shaking resulting from earthquakes' associated with both nearby and more distant faults is likely,to occur. According to die City of Santa Ana General Plan, Seismic Safety Element (1952, reformatted 2010), the City is'in close proximity to two major faults: the Newport - Inglewood Fault Zone and the Whittier -Elsinore Fault Zone, The San Andreas and Raymond Faults are also proximate to the City. Of these Aults, the Newport -Inglewood Fault Zone is considered most likely -source fnrAiture earthquakes. Because of the proximity of these faults, there is a potential for seismic shaking generated from active faults to occur during the life of the project. y The Revised Project would be required to comply with Mitigation Measures G1O-1,'GEO-2, and GEO-=F from the Certified FIR. Mitigation Measure GEO-I requires preparation of a final I' S11016,04 -A lik:mJ49(05117D 2-29 75B-78 n NVIRGNMENY'AL IMPAU'IREYURT' ADDENDUM ARMSTRONG RANUII REVISBD YRGJEU'r 'SEPTNM BEN ]1f} SANTA ANA. DALIFDRVIA design geotechnical report and compliance with tecoinniendations'of the final'desiam guotechnical.report: Mitigation MeasureGEO-2 requiiescompliance with the: Californih Building Cade, which stipulates appropriate seismic iesign provisions that. shall be implemented with design and construction of the Revised Project. Mitigation Measure GF,O.4 requires that a registered geologist ensure that that project adheres to the recommendations of die final design guolechniaal report.' Implementation of Mitigation Measures GEO-1, GE6-2, and 6EO.4 would reduce.any, potential impacts related to strong seismic ground shaking to a less"than significant level. The Certified EIR.also,concluded that Mitigation Measures GEO-1, GEO-2, and GEO.4 would reduce impacts related to strong scismic'shaking to a less than significant luvel. Therefore; the Revised Project would not result in new significant impacts beyond those identified in the Certified EIR. No new mitigation measures are'requirm . (iii) According. to the State of California Seismic Hazard Zones map, the Project site is loaded in a liquefacrion zones In addition,_acctirding to the City of Santa" An General Plan, Seismic Safety Element (1982; reformatted 2Q10), the Prgiect site is loctated in a potential liduefction arca'. However, the Geotechnical Investigation Report prepared for the Certified EIR concluded, that the Project siie ha' s a low potential for liquefaction' and that liquefaction is unlikely to occur..Thurcfore; impaets of the Revisud Project related to, liquefaction during a seismic event would.bc less than "signiricant.and no mitigation is required. Strong ground shanking can cause soil settlement by allowing sediment particles to become more tightly,packed, thereby reducing pore space: The Geotechnical Investigation Report prepared for the Certified EIR (concluded that diene is a very low to non-existent potential for ground settlement on the Project site during a scisntic'eventTherefore, impa'ct's of the Revised Project related to seismic -related ground failure, during a seismic event would be less than significant and no mitigation is required. Lateral 'displacetiient of surticial blocks of sediment can occur as a'result of liquifaction in a. -subsurface layer. -The Preliminary Geotechaical Investigation Report prel6ad for the Certified EIR concluded that there is a low probability of` lateral spreading to occur on the Project site during it seismic event. Therefore, impactrelated to lateral spreading during a seismic event would be less than significant and no mitigation is required, If near surface soils Vary in composition, strong earthquake shaking carr cause non-uniform compaction of the soil, resulting in movement of the near -surface soils which can result in differential compaction. The Preliminary Geotechnical Investigation Report prepared for the Certified EIR concluded that there is a ld%v probability of differential compaction to occur on the Project site. However, the Certified EIR also concluded that strong earthquake shaking could cause non-uniforn compaction of the soil which could result in damage to on-site structures. Therefore, there is a potential for the Revised Project to be impacted by differential compaction -during a seismic event. The Revised Project would be"required to comply with Mitigation Measures GEO=1, GE -O-2, and GEO-4 trout the Certified EIR. Mitigation Measure GEO-1 requires preparation of a final State of California, lltvision or Mines and Geology. 1998, Seismic Hazard Zones. I'^.$n0160441Jdmdmn',.gddeNJum.Jm:x caY1ar l7u 75B-79 2-30 ¢NTf¢ONYENTALUXPAOT RRYUNT AUULNUUH 3&PT¢M bL& 901l A¢N9ttC 'AUNU AANCAY119F➢ YAOJZCT BANTA ANA. CALIFORNIA design geotechnical report and compliance with recommendations of the final design geotechnical report. Mitigation Measure GEO-2 requires compliance with the California Building Code, which stipulates appropriate seismic desist provisions that shall be implemented with design and construction of the Revised Project. Mitigation Measure GEU- 4 requires that a registered geologist ensure that That project adheres to the recommendations of the final .design gcolcelmical report. Implementation of Mitigation'Measures GEO-1, GEO-2,'and GE -0.4 would{ reduce any potential impacts related to seismic -related kzound failure to a lass than significant level. The Certified EIR also concluded that Mitigation Measures GE0=1, GF,O-2, and GEO.4 would reduce impacts related to seismic -related ground Failure to a less than significant level. There(ore, the Revised Project would not result in new significant impacts beyond those identified in the Certilied EIR'. No new mitigation measures are required. (iv) Scismically'induced 'landslides and other slope Etilures are common o"wrrcnces during or soon after gartkquakes in -areas with sibmificant Ground slopes. According to: the State of California SLismic Hazard 7ones map, the Project sito is not located in an earlhqu ke- induced landslide zone.' In addition, the Project site is rela(ively,0at, and the Preliminary Geoteclinieal Investigation Report prepared For the Certified EIR aid -not idcriify any existing landslides or potential for landslides on the property, Therefore,lhc Revised Project would nor expose people or structures to substantial adverse effects involving seismically induced landslides, and no mitigation is required. The Certified EIR also concluded that no impacts related to landslides would occur. Tiierefore, the Revised Project would not result yin new significant impacts beyond those identified in the Certified EIR. No new mitigation measures are _required. ' b) During consn-diction activities, soil would be exposed and there would be an increased potential for soil erosion compared to existingconditions. Additionally, during'a'storm event, soil erosion and loss of topsoil could occur al;an accelerated rate. l7te Revised Project would be required to dimply with Mitigation Measures GEO-5 and GEO-6 from the Certlfied.ElR, which require compliance with. the Construction General Permit, and implementation of Erosion Control best managermentpractices (BM.Ps). The Construction General Permit requires preparation of a Stonn Plater Pollution Prevention Plan (S1iPPP) and implementation of construction BMPs, including Erosion Control BMPs, during construction activities. Over, long term, the Revised ['reject would increase the impervious surface arca on the Projcet site compared to usisting cundl tions which would not be prone, to erosion or siltation. The remaining portion of the Pty jcct site would primarily be landscaping, which -would minimize on-site erosion and sihation. Compliance with the Construction General Prnnit and implementation of Erosion Control BMPs, as specified in Mitigation Measures GEO-i and GEO-6, would reduce impacts related to erosion and loss of topsoil to a less than significant level. The Curtifed FiR also concluded that Mitigation Measures 0E0-5 and GEO-6 would reduce impacts related to erosion and loss of topsoil to a lem than sig ifiaant Icvcl. Therefore, thc.Revised Prqject would not result in new significant impacts beyond those ielc�rJtified in the Certified EIR. No new mitigation measures are required. Scare of California; Division of ,%leas and,Geolo€y. 1918. Seismic Hazard Longs.. P!M1016bI'Adk... M OdJ ndiim ti.c. s69fa$eJ7A _ 2-31 75B-80 ENVIRONMYNTAL1MPA01''NtYONT AUUYNVUN ARMSTRONG RAMI REVISED PROJECT' SEr'rENnSR.Y01]` SANTA AN ,-CALIPORNTA c) \o unique.geolpgic featines are present on the Project site; therefor e, the Revised Project would not result in the loss ofla unique geologic feature.and no mitigation is required, The Certified EIR alsodid not identify any unique geologicfeatures on the Project site. Therefore,.the.Revised Project would -not result in new significant impacts beyond those identified in the Certified E1R- No new mitieation measures are required. it) Asstaled above in Response 2.6..n.iv, there are no existing landslides or potential for landslides on the Project site. Therefore, theReAsed,Project'would not expose people or structures to advcisceffcicts involving landslide's and no mitigation.is required. As stated abo' cin Response 2AJi.iii, the Piclimihary Gcolechnioal Investigation Report,prepared for the Certified _EIR concluded that there is a low probability of lateral spreading, non -seismic related differential compaction, collapse, or liquefaction,to occur on the Pruiect site. Therefore, impacts related to lateral spreading would be less than significant and no mitigation is required. The Preliminary Gcowc hnical Investigation Report prepared for the Certified EIR also concluded that there is a low probabilityof nun seismic-relatucl,differential compaction to occur on the Projct site. The PrelintinaryGcolcchnical Investigation Report prepared fortis Certified EIR indicted that soils oil thNPro-ject site have a moderate potential for. cxpani iup. in addition, on-sitic soils may be severely corrosive when wct. Thercrprc, there is a potential for the Revised Project tolii: affc4:tcd by -strata or soil thatareor that would become unstable. The -Revised Projectwould be required to. comply with Mitigation MeasuresGEO-1 through GEO-4 from the.Certitied EIR. Mitigation Measure GEO-1 requires preparation of a final design geotechnical report and compliance with recommendations of the final design geotechnical report: Mitigation Measure GEO-2 requires compliance With the California Building Code, which stipulates appropriate seismic design provisions that shall be inmlentented with design and. construction of the Revised Project, Mitigation Measure GE0-3'requires sufftcientreinforcement of building fotting"s to mitigate -for impitctsrelated to expnnsi��e soils, Mitigation.Measitre Glib -4 requires that,a registered gcologiSL ensure that thatproject adheres to the recumtttendations or the final -design gcotcchnical report, hnplementaiion of Mitigation Measures GEU-1 through GE6-4 would reduce any potential impacts relatui to unstable soils to a lass than significant level. The Certified EIR also concluded Mitigation Measures GFOA through,GFO.4 would reduce irnpaels relined to unstable soils to a less than significant level, Therefore, the Revised Project would not result in new significant impacts beyond those identified in the Certified EIR. No neve mitigation measures are required. e) Similar to the Approvcd Projcct, the Revised Projcct d6eq not include construction of or connections to septic tanks or alternative wastewater disposal systems. Therefore; the Revised Project would not result in impacts related to the soil's capability to adequately support the use of septic tanks or alternative wastewater disposal systems, and no mitigation is required. Therefore, the Revised Project would not result in now signifieaut impacts beyond those identified in the Certified PTR. Therefore, pursuanl.lu,S1ate CEQ.4 Cruielcli ies Section 15162, the City may elect to prepare an, Addetidum to the FIR. I'ASI 1016045AJdrndum'�lddendu..,Iuux 4Y911)i47o 75B-81 a-32 FNV79ONYERTAL. I NPACT REPORT ADDSNDVY BEPTEYR'2"Et], Nlitigation ]Measures: ARMSTRD NO RAN6N: VIS ED' CALIFORNIA' BANTA ANA, pDRNIA Based on the analysis and information above, Mitigation Measures GEO-1 through GEO-6 included in the Certified ElR for the Approved Project would be -applicable to the Revised Project. GEO-1 A ficial design geotechnical report shall be prepared for the residential and church development to provide sh'iictuie-specific geotechnical recommendations. The final report shall address all issues initially covered in the Preliminary Geotechnical Report. Final recommendations on earthwork, spread footings with slabs -on -grade, reinforced mat foundations, post -tensioned mats, friction piles, cathedral retaining (basement) walls, and measures to address soil corrosion shall be identified. The final report shall specify foundation recommendations to ensure issues associated with underlying soft, compressible clay Soils are addressed. Construction -of the e projeti t shall comply with all recommendations in the final geotechnical report. GEO-2 Structures shall be designed, in accordance with the 1994 California Building Code_ to resist lateral loads due to strong enrlhquakes.al'this site, as specified in the Geolechnical Report {scat Table 3 o(thaedocumeni). GFo-3 To reduce the potential for damage due.to soil expansion; slabs -on -grade shall be provided with sufficient reinforcement and the footings shall extend below the zone of seasonal moisture fluctuation. Post -tensioned slabs -on -grade are another viable alternative to effectively address effects -associated with expansivesoils. GE04 A qualitied registered geologist shall (1) revie%vthe final construction plans and specifications and (2) observe the earthwork and foundation installation in order to ensure adherence to all recommendations. GE0,5 'Phe applicant shall submit Notice of lntent(NOI) to the SNVRCB for coverage under the Siatewide General Construction Activi4y Stormwater permit and shall comply with all applicable requirements, including the preparation of aStormwaier Pollution Prevention Plan. A copy the NOI shall be submitted to the City Development Services Department prior to issuance of.a kading permit. GEO-6 Erosion control practices shall be employed andmaintained on all vacant areas on the prcject site that have been graded. Findings Related to Geology -and Soilsi No New Significant Effects Requiring Major Certified EiR Revisions. Based on the foregoing analysis and information, there is no evidence that Project modilicalions require a major change to the Certified E1R. The Project changes will not result in now significant environmental impacts related to Geology and Soils, and there is substantial increase in the seventy orimpacis described in the Certified Elk. P"•SHOTGM17'_4ddcrdumWdJenamzduci t:.FI.�D5il7s 75B-82 2-33 RNWRONURNTAL IMPAOT REPORT AOORNOUM 'ARM8T&DNC RANCH REVISEO.PROIRCT 8EP"r9MEEN 9u11 SANTA ANA.'CALIFOENIA No:Substantial Change in Circuinitances Requlrhig �IaJo'r Certifcd CIR Revisions. There is no information in the r c6rd or otherwise available that indicates that there are substantial changes in circumstances pertaining to Geology. and Soils that would require major changes to the Certified BIR. No New Information Showing Greater Significant Effects than the Certified CIR. This Addendum has analyzed alLavailable relevant information to`determine whether there is new information that was not available at thc`.timethe FIR wase adopted; which would indicate that a new significant efrect not reported in that document might occur. Based -on the intbrimatioii and.analyses above, there is no''substantial new informationindicating that there would-be a new significant impact related to Geology and Soils requiring major revisions to the Certified EIR, Nn New Information "Showing Ability to Reduce Significant Effects in the Certified EIR. Tliere are no alternatives to the Project or additional mitigation measures that would substantially reduce error mores ':Fie tit impacts Pertaining to Geology and Soils identified in and considered by the Certified EIR. IIAM101b11atndde... 76 75B-83 2-34 +RNVIYONMENTAL IMPACT REPORT ADDENDUM ARMSTIUNU RANU11 RRVIIRn PROJRu`T �9e PTBMBRR 4,17 SANTA ANA. UALIPORNIA 2.7 GWEENHOUSE GAS FA-USSIONS uu.r Alam_ NosulmantW I v6ldd tile project: .\IRninuml hNPael Stwe- Impact 'Chan-efrom P inuplfnnl}au (aj CiCllhra[L gn:enitoase. gas zniissinn-Ieuliecdnectly'or in direclty, El 11 0 dint ma have a'steiiificSnt im laLt on the' environment? (b)- Conflict with an applicable plan, policy or regulation adopted 11 El- for the nurnus nfreducinn the emissinnc of ereenliame aNsuv? Analysis of ProjectChanges: a) The emission of geeenhousegases,(GHG) was nut an issue identified and analyzed in the certified Armstrong Ranch Final EIR: The CEQ k guidelines were updated in March 2010 to require analysis ofclitnate change in C1EQA documents. However, at the.time ofthe Final' EIR. certification, G[IG emissions had been recognized as an etiviromnental'issuc since the 1970s when the United Stares Congress enacted the National Climate Program Act (92 Sllx1.601, 1978), which required the President to establish a program to assist in understanding and tvsponding to natural and human -induced climate processes, and since the 1980s when the intergovernmental Panel on Climate Change (IPC C)'�yx's formed to.assess scientific information related tclimate change. 'Thus, issues related to dimatc change were knoNrit„or`could have been known -,at the - time of the certificalion oClhc Armstrong Ranch Final EIR, Project -related GHG emissions would include emissions from direct and indirect sources. The Revised Project would result in dircctand ndirect emissions of carbon dioxide (CO,), nitrous oxide (NO), acid methane (CH;):Direct Project -related CHIC] emissions include emission from construction activities, area sources, and mobile sources, while indirect sources include::missions from electricity consuniption,,vwater demand, and solid waste generation. Operational GIiG emissions are primarily based oil: cncrgy cinissiotrs from natural _gas usage and automobile emissions. SCAQMD has prepared recommended significance thiesholds for GHGs for local Lead Agency consideration of 3,000 metric tons per year. Impacts associated with the emission of GIiGs would be similar to those that would have occurred under [he Certified BiR Project; however, supplemental analysis of the Remised Project is provided below for inrormational purposes, Construction GHG Emission's. Construction and operation. of the Revised Project would generate GHG omissions, with the majority of energy consumption (and associated generation of GHG emissions) occurring during the Project's operation (as opposed to its construction). Constmction activities produce coathustion emissions from various sources (e.g., site grading, utility engines; heavy-duty 6onstruction vehicles oil site,.equipment hauling materihls to and from the site, asphalt paying, and motor vehicles transporting the construction crew). Exhaust emissions from on-site construction activities would vary daily as construction activity levels change. GHG tmissions associated with consnuction of the proposed Project would occur over the short -tern. LSA calculated GI -IG emissions associated with construction and operation of the project using the California Emissions Estiniatorhlodel (CaIEF.Mod). Calculations for GHG PA: 1101604%AddcndumUddcnduntd ka 09NI'l7x+ 75B-84 2-35 AAY8T80N0 %AN nn•YeVI9YD Pi0¢OT YNVILLo HMF.NTAL IMPAOT N6Yq.RT ADDENOUIF AANTA ANA.,CAM-F OMNIA S YFICK UG0.1ah - - emissions indicate the emissions associated with construction of the Revised Project would be 479 metric tons carbon dioxide equivalent (CQe). SCAQMD.'s GHG emissions policv for curstruction is to amortize emissions ovCr a 30 -year time period. Construction of the proposed Project would result in annual emissions of 1 metric. tons of CO,e per year over the course of 30 yeas-5.Tlie estimated construction emissions.would be below SCAQMD's interim threshold criteria or3,00U metric tons or CO -,e per.year. Thcrofore, Project -construction would be considered to have a less than significant impact related to Ca HG emissions and tvonld not, dirccdy or indire city, haat asignificant impact on the environment, Therefore, no mitigation is required: Notwithstanding the foregoing, the Revised Project would be required to implement construction exhaust conimi measures consistent with.SCAQMD Rules .402 and 403 for other;air quality topics discussed above, including tnihiniizationof construction equipment idling unci implementation of propd:rengine tun ia ngnd exhaust controls. Both of these measures would_ reduce GHG emissions during the consItntction period.. Operational GIIG Emissinns..Ung-term operation of the proposed Project would generate - GHG emissions from ;aica and mobile sources and indirect emissions t'roiu stationary sources associated with energy consumptibp..Area-source emissions would be associated with activities that include landscaping and maintenance of proposed land uses, natuml urs for treating, and othcrsources.'Mobilc-source emissions of GI,IGs'would'include project generated vehicle trips associated with on-site residences. Increases.in stationary -source emissions would also occur al oil -site utility providers as a resuli ordeniand for electricity, natural gas, and.wat6v by the proposed prdject. The GHG emission estimate's presented in Table A show the emissions associated with operation of theRevised Project. Appendix A includes the CalEr-Nlod calculations for GHG emissions. Table A: Greenhouse Gus Emissions (MetricTons Per Year) Source: LSA Assnciaue , Inc., Septcnrua an i L CO, = carbon dioxide CH; =methane h.0 = nitrous oxide CO;c= carlxm dioxide e9uix•a(cnt Operation of the RevisedProject would result in an uicrcase of 839.9 metric tomo of CO)e per year. The estimated operational emissions would be below SCAOM D's drall threshold criteria or I':.51101£.nd'•A,iarn.3unr•A'ddendumaaux pC�:YiSA b, 75B-85 2,36 O cratiohal Emissions Percent of Emissions Source CO, CH, A'10 Me Total Construction Emissions Area Source Emissions 10.8 0.0 00 10.9 I Enere Source Emissions 307.2 0.0 0.0 208.1. 25 Mobile Source£missions 5.57:2 0.0 0.0, 557.9 67 lf'astc Source ;missions 10.0 U.6 O.0 24.7 3 Water Source;missions .18.3 0.1 U.0 '21.2: -2' '1'otall:missinns 838.9 100 Source: LSA Assnciaue , Inc., Septcnrua an i L CO, = carbon dioxide CH; =methane h.0 = nitrous oxide CO;c= carlxm dioxide e9uix•a(cnt Operation of the RevisedProject would result in an uicrcase of 839.9 metric tomo of CO)e per year. The estimated operational emissions would be below SCAOM D's drall threshold criteria or I':.51101£.nd'•A,iarn.3unr•A'ddendumaaux pC�:YiSA b, 75B-85 2,36 DNVItONMENTAL IMPACT. RTEORT ADDENDUM SIPTBMRIR: 2017 ARM STSONU RANOH REViSuD PROJECT ,SANTA,AXA.: CALIEURWA 3,000 metric tons of CO2c peryeai•. Therefore, Re%iced Project operation would be considered to. ;Have a less Than sigiifcant impact.rclaled to GHG cmissionsand would not, directly ar 'indirectly; have a signifcant impacton theenvironmciit. Nomitigation is required: b) in' December 2015, the City of Santa Ana adopted a Climate Action Plan (CAP), Thepurpoge of ttie'CAP into develop and implement strategies to reduce UHG einissions frotn'City operations and the community.'l'lrese strategiesinclude using energy and water more elliCiently, increasing reneuti tble energy, enhancing access In sustainable transportation•tnodes recycling waste, and building sustainable communities. To develop the CAP,' an inventory was conducted to determine baseline GHC}, emissions from the community and From municipal operations far calendar year '2005. In 2014, the `City Council adopted 'emissions "reduction goals for the CAP. For community- wide emissions, 1te reduction goal is, 15 percent below tha basulinc year 2005 by 2020, and 30 percent below the baseline year 2003 hy,2035. The ineasit ies in the CAl' are piojected to accomplish the goals o£ a 15' percent reductionI comm it-'er; emissions.by 202Q and nearly xcach 30. percent_ reduction by 2035.,The Revised Project.would comply the requireuncnts of Title24lCalifonua Green Building Code; which establishes' the minimum cnergyefficiency for new construction in California. The code is set by the State and enforced locally by the City ilunugh lhebuilding permit review and inspection process. Amended'standardawent into effect January 1, 2014 'fneicfore, the RcJised ProjccCwould not"conflict with an applicable plan, policy, or.regolation'adopted for the'purliosc'ofieducmo the emissions of GIICs;;Nomitigation is required. A4itigation Measures: No initigatioii'is riquired. Findings Related to Greenhouse Gas Emissions: No New Significant Effects Requiring Aiajor Certified EIR Revisfons..Based on the foregoing analysis and inforination, there is'no evidence that Project modificanobs, require a major change to the Certified EIR. The Project Changes wiltnot result in thew signi5canl environmental iliipacts telaied to ,CH$G.Emrssions, ,and there is no substantial increase in the severity of impacts described in the Certified MR. NoSubstantial Clutnge in Circumstances -Requiring Major Certified EIR Revisions. There is no. information in the record or otherwise available that indicates that there are substantial changes in circumstances pertaining to GHG.that would require major changes to the Certified EIR. No New Information Showing Greater Significant Effects than the Certified Elli,!1'his Addendum has analysed all available relevant information to determine whether there is new information that was not available at the time: the F.iR was adopted,which would indicate that.a new significant effect no[reported in that document might occur. Based on die infurtnation and analyses above, there is no substantial now infimuation indicating that there would be a new significant impact related to GHG Emissions requiring major revieium to die:Certilied EIR. IqISIfDIGS}{yltldiaalmnl.M1ddcmlum�a i.C9A]S.+I b. 75B-86 2-39 ' AnMa TREND RANDIRA58N O 6N*4RUKMCNTAL IMIADT RRPORT ADDENDUM lANSAANA. CALIVORNIA eEPTDMURR]Vl No New Information,Sh6wing Ability.10 Reduce Significant t✓ffccts in the Certified &IR.'Then! are no altcmatives to.tho Project or additional Mitigation measures drat would substantiallyroilucc one or more signifieanl impacts Pertaining to Cil IG Gmissions'identified'in and considered by the Certified CIR. P9.SIIJ160db�J�lenJumlAddenolmm�k+cx �SA.•'a5.11^'n 75B-87 2-35 ,B NvrRb NYRxrAI.:IWrA.T RRPO RT A➢➢dN➢L•N'.' >"8LPTKUPER 101T, :ARYSTRONO'RANCYI REVISED PROJECT' SANTA'ANA,. CALIFORNIA 2:8: HAZARDS ANDHAZARDOi7S MATERIALS. ntw More Vo Sd6 tnRHa1 IfouldtGepmjece. -sigolacanl ;Scwrt Chengt from tmp,n Impur PivAou4A.AywN (ta)- Create nsigairicnat hir a rl to the public or lite eavlronlnenr through the routine transport, use or disposal 4hazardous ❑ ❑ 21 materials, (b) Haut hazardous. emissions or handle Hazardous or acutely hazardous lnatarlals-subsianceorwaaedithiii'one.gaarterinilcyf' ❑ ❑" ®, an existing or ru used school? (c) [3e located on a site.which is located on'a list orhaiardous materials sites compiled pursuant to Governmeat Code Section O 659662.5 and, as a result, would it create-a.signiticant. hazard to ®. the publicorthe environniene? (dl For a project located within an airport :land -use plan or where. such a plan has riorbecn adopted; within twinodes when: uta publiu` airport orphblio use airport, would dlt project result is n safety ❑ ❑ hazard Por "eu ale residin^nr wnrkin"inahe rn ect areal. Analysis of Project Changes; a) Hazardous materials are chetnicali that could potentially cause harm during an accidental release or mishap,:and aro defined as being toxic, corrosfve,,flammable, reactive, .in -irritant, or strong sensitizer. Hazardous substances include all chemicals regulated under, the United States Departmeut of Transportation 'haztirdous nia-terials" regulations and the,United Sta `tes Lnvirotunental •Projection Agettcy.(EPA) :`hazardous Waste rep atioiis 'Hazardous waste's require special handling and disposal -because oftlieii,pote ttial to tf image public health and the environment: llre probable frequency and severity of c nsequencc5 from the routine transport, use, ordisposal of hazardous'inateirials is affected by the,type of substance, thequantity used or managed, and the nature of the.activtties and operations. Construction activities associated with the Revised limited and would.be in compliance°w,itl release of hazardous materials during co would not result in a significant hazard•.t to the small quantities of these materials Project -would use a limited amount of avy equipment operation jor site excavation, s chemicals present during construction' is ovemenl regulations. The potential for the s low, and even if a release wouldnccur, it 3; surrounding land uses, or environment due -with construction vehicles. Accordingao the Certified E.M,•due to historical amicuhand use of the Project site, on-site soils could contain pesticide residues. However, according to the phase I ESA conducted for the Approved Project, it is unlikely that pestictdes iintl herbicide use from Farminghas adversely affected soils deeper,than 2 feet below the giourid surface. Due to geologic constrains on the Project site, it is likely'that the Revised [,reject Would icqui[c removal of the tirst'rew feet of soil. Worker exposure to hazardous mafetials during excavation ofthese soils would lie avoided provided the applicable regulations for handling of hacutlous matc6ats'are followed. I'i511017aalAad�n,liiiu'�•\t3rl�tinlnmrbua nWA9ji 11n 2-39 INVIRONMENr AL IMPACT IMPORT ADDENDUM ARMS'r RONO RANOtl REVISED PROJEUT:. SPPTYMBIR 1611 SANTA ANA. CALIFORNIA' The Revised Project to i otisfruct A2.single-fancily t-6sidences and a church facility. Residential use's and churches typically do not presenia hazard associated with the accidental telcascof hazardous substances into the environment because large volumes of hazardous materials are not -anticipated to be used on, stored on, disposed of, or transported to or from the Project site. Hazardous substances associated with residential uses and churches are typically limited in both amount and use such that they can be contained without impacting the environment. Project operation would involve;the use of potentially hazardous materials (eg., solvents', cleaning agents, paints„fertilizers, and pesticides) typical of residenti d uses that, 'When used correctly and in compliance with existing lacus and regulations, would not resultin a significant hazard to residents, visitors, or workers in the vicinity of the Project site. No mnnufacturing, industrial, or other -uses utilizing large amounts of hazardous materials would occur within the Project site. Typical use of household hazurdous materials (e.g., pesticides, fertilizer, solvents, cleaning products, and paints) would not gencrdlly result in the transport, disposal, or.release of hazardous materials of an amgum that would create a significant hazard to The public.,or environment Impacts ate considered less than significant, and rip mitigation is required. he Certified EIR also concluded that impacts o1 theApproved Project related to hazards and hazardous materials would be less than signiFicant, Therefore, the.Revised'Project would not result in new significant impacts beyond those identified in the Certified EIR, No new mitigation measures are required: b) The Revised Project would not produce hazardous emissions or handle acutely hazardous materials, substances, or waste. The Segerstroni High School is located directly west of the Project silt, across South Jaguar Way. Thorpe Elementary School is located adjacent to,and west of Segerstrom High School, approximately 0.25 mile t bra the Project site. Greenville Fundametital EleitietrtarySelio6I is located approxin ately 2OO. feet southwest of the Project site,. across the West MacArthur Boulevard/South Jaguar Way intersection. As noted above in Response 2.7;a, the Revised Project is notanticipated to release hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste in significant quantities. Construction activities associated with the Revised Project would use a limited amount of hazardous and flammable substances`cils during heavy equipment operation for site excavation, grading, and const motion. The amount of hazardous chemicals present during construction is limited and would be in compliance Hath existing guverninem regulations. Use,,storage, disposal, or transport of large volumes of hazardous materials that could cause serious environmental damage in the event of an accident are not anticipated at the residences or church facilities. Although hazardous substances would be present and utilized at these residences and church facilities,such•substances are.generally present now in the cxisling developments surrounding the Project site, .ire typically found in small quantities, and can be cleaned up without affecting the environment. Therefore, impacts related to hazardous cmissions or handling of hazardous or acutely hazardous materials, substances, or waste within 0.25 miles of an existing or proposed school -would be less than significant and no mitigation is.required. The Certified LIR also concluded that impacts of the Approved Projcct related to haiards and hazardous materials would be less than significant. Therefore, the Revised Project would not result in new significant impacts beyond those identified in the Certified EIR. No now mitigation measures are required. c) A govenmtentn record search was perfuned onNtovember 30, 2016, whether deterraine if the Project site could pose a potential environmental concern la laic surrounding arca, and to identify P:ISF{Olffl-0LaAdcrv3unilAddindmN.dncz-07Ai/176 2-40 75B-89 6NWRONMENTAI IMPACT REPORT ADDEN0061 'ARMSTRONG RANCN 98VISED-PAOJICT SEPTEMBER 9419 SANTA. ANA, .CALIFORNIA any environmental violations associated with activities conducted'at the Project site. According to the records search, the Project site is not included on my lists of hazardous materials sites pursuant to Govermiienf Code Section 65962.5 and would not create a signific im lmvtrd to the public or the environment (EDR; December`2016). No mitigation is required. The Certitied,EIR also concluded that the'Project site was not included on any lists of hazardous material sites. Therefore, the Revised Project would not result in new significant impacts beyond those identified in the Certified EIR. No new mitigation measures are required. 0) The Project site.is`approximately 2 miles northeast of John Wayne Airport (SNA) and is within the Land Use -Planning Area`foi this airport.' According to the Citybf Santa Ana Gencral Plan, Land Use Elemenr(1993), the Project site is located within the FAA notification area. Because the Project site is within 20,000 feet( .79 miles) ofan airport, the Project site falls within the 20,000 -foot Federal Air.Regulations (F'AR) Part 77 Notification Area for John Wayne Airport.. The Revised Project would be required to comply with all FAA notification requirements and any FAA recommendations. Through compliance with this notification requirement and incorporation of FAA recommendations, the Revised Project would not result <in a safety hazard; for, People residing pr working in.the Project site area. No mitigation is required. The Cerlif ed EiR'also concluded that.the,Approvecf Project would result in less than sigmificani impacts related to, airport sufety hazardi with, compliance with FAA notification requirement. Therefore; the RevisedPrcjecCwould not result in new,signiricant impacts beyond those identified in the Certified FIR.No new mitigation measures are required. Mitigation Measures: No mitigation is required. Findings Related to hazards and Hazardous Materials: No New Significant Effects.Requiring Major Certified EIR Revisions. Based on the foregoing analysis and information, there is no evidence that project modifications require major chaage to the Certilied EIR. Theproject, changes will not result in new significant environmental impacts related to Hazards and Hazardous Materials, and there is no substantial incruise in the severity yf impacts described in the Certified EIR. No Substantial Change in Circumstances Requiring Major _Certified EiR Revisions. There is no information in the record or otherwise available that indicates that there are substantial changes in circumstances pertaining to Hazards and Hazardous Materials that would require major changes to the Certified Elk. No New information Showing Greater:Sibriificant Effects than the Certified EIR, This Addendum has analyzed all available, relevant information to determine whether there is new information that was not available at the time the EIR was adopted, which would intricate that a new significant effect not reported in that document might occur. Rased on the inforination Rind analyses 1 Airport Land lige Commissions, Airport Environs. t'stSnOI'AtV'•,Addcndem•Ad&,idum.docx !d,NiGi!17x 2-41 75B-90 ED ZCT ENV IRONMENTAL INYA41'. ACFUAT,AUUYN UU%. A¢N]TAONO BANTA[ NA[B CALIFORNIA S gFI'CNOYA 1019 ab iyc there is.no substantial, new infornuinon indicating that there would be a newsignrfican.t;itppacG related to Hazards and Hazardous Materials requiring mljor, revisions to the Certifed EIR.' No New fnformation'Showing Ability to Rednee SignificuntEffeets in the Certtfied EM There. are no allumatives,lo the l rujeet or additional mitigation measures that.would substantially reduce one or more signiGcant,impacts pertaining to'Hazards and Hazardous Materials identiewd in and considered by the Certified EER: 1'.•$1101 W3Udacndiun'a\dJelxlum.docA uU9N5fI7a- 75B-91 2.42 h KVt20NMCNTAL IMrAGT mtrowr AUUU NUUH Ac4d T40NO AnNON 0.flvte Cl+rYOJY UY, "BEYTttM UCN l0li 9AN'rA."A. CALIFORNIA 2.9. HYDROLOGY AND NVATER..QUALITY Mould the.projeefz- vrw n[A2 ryn FuhrtamiM S[giancaal severe. 'Change Gam [impact Impm Prevloue Aualvsls (a) Violate any water quality standards or waste dischaTe ❑ requirements? ❑ (b) Substantially. dep[CIO grouadwalcr supplies or interfcrc substantially with groundwater recharge such that there would be a net deficit in aquitir volume or a lowering of the local groundwater table level (e.g., the production rate of pro-cxfstiag El❑ nearby wells would drop in level which would not support existing land uses or planned uses for which pcnnits have been anlctll? ' (c) Substantially.alter the existing drainage pattern of the site or area,,, including through the alteration bf thecourse of a stream or river, or substantially increase the rate oramouraofSurface runoff ❑ ❑ above pry- development condition rin..ri manner which would result in flooding i'on• orotysitc? .(d) Create or contribute nntorr water which world excecd the capacity of existing or planned storm waterdrainage systems or ❑ ❑ rovidc substantial: additional sources .or oltutcd runoff?? - (e) _Place housing within a 100 -year lined hazard area as mapped on a federal Flocxl Hazard Boundary• nr Flood Insumrice Rae Map lir ❑ ❑ other flood hazardddinratiun rna -? ,(f) Place within a l00 -year flood hazard area structureswhich would F-1 Elim de or redirect flood Flows? Analysis of Project Changes: a) Pollutants of concern during construction of the Revised Project include sediments, trash, petroleum products, concrete waste (dry and we(), sanitary waste, and chemicals. Each of these pollutants on its own or in combination with other pollutants can have a detrimental effect on water quality. During construction activities, excavated soil would be exposed, and there would be an increased potential for soil erosion and sedimentation compared. to existing conditions, In Addition, chemicals, liquid products, peholeunt.products (e.g., paints, solvents, and filets), and concrete -related waste ivay be spilled or leaked and have the potential to.be transported via storm dater runoff into receiving waters (i.e., the Los Angeles River and ultimately the Pacific Ocean). During construction of the church and residences, the total disturbed soil area would be approximately 14.5 acres. Because construction of the Revised Project would disturb greater than I 'acre of soil, the Project is subject to the requirements of the State -Neater Resources Control Board's, (SIVRCB's) National Pollutant Discharge Elimination System (NPDES) General Permit for$tomi Water Discharges Associated with Construction and Land Disturbance Activities (Order No. 2009-0009-DWQ, NPDES No. CAS000002, as amended by Orders No.2010-0014- DNQand 201270006-DWQ) (Construction General Permit). -Ihe Revised Project would be required to comply with Mitigation Measures GEC -S and GEo-6 from the 6ertifiaii'EIR, which requirecompliance with the Construction General I'ertnit and implementation of Erosion Control BMPs. `17he Construction General Permit requires preparation f:G101(OPA,ktnidurnlAJacndum.ducx .05!05![7. 75B-92 2-43 RNYIRONVENTAL ndTAPT. xIPURT AU VYNDUN ARSISTRONO. RANCID RRYI8L0 PROJRCT. RR ITEUM Sol? SANTA. ANA, CALIFORNIA ora Storm water P.oi management practice but not be limited iii, ana retain scotmem on of"construction debris 1 1Ps)-during construction ac(i on Control and 'Sediment Cc and Good Housekeeping B waste.into receiving waters.. best - d include; leaks; and The Revised Project would be required, to obtain coverage under the Construction General Permit. The ConstructionGenertil Permit requires -prep ration of an SW11PP and implementation of construction BMPs detailed in the SWPPiI, during construction activities. Pollutants ofconcerti'during operation of the Revised Project include suspended solids/sediment, nutrients, padiugcris Nuteriahiius),'pegticides, oil andgrease,'and tmsh'and debris. The southern - portion or the Project site 15,currenily pervious; therefore, the Rev- isedl Project would increase impervious surface area wouldi increase mnoff`from the Projectsite and increase pollutant loading to -downstream receiving waters, The Revised Project would comply with the requirements Orange County Municipal Separate ;Storm Sewer System (NI84) Permit and Drainage Area Managementrplan (DAMP). A Nater Quality Managyment Plan (NN•QMP) would be prcpumd for the Revise-a'Project consistent with the requirements of the Model WMP and Technical Guidance Document: The WQMP would si cciry the Site Design, Sourec Control;.and Low impact Developmenc,,(LID) BMPs tliat would be impletnented totargcl pollutants ofconeern'in "runoff from the Project site to reduce impacts to water quality during•operation. With implementation and maintenance ofpost-construction BiAr's that target pollutants of concern in stormwnterrmof, ,, and compliance with the requirements'of the MS4 Permit, operational impacts related to waste discharge requirement and water quality "standards would be less than significant:. In summary; with implementation of Mitigation Measures GEO 5: and GEO-G, water quality impacts of the Revised Project would be reduced to a less than significant level. 'The Certified LIR also concluded that Mitigation'Mleasures GEO-5'and 080-6 would reduee water quality to a less than significant level. Therefore, the lterased Project would not result hi new,significant impacts,heyond those identified in the Certified SIR. No new mitigation measures are required. b) Groundwater on the Project site was oneomitered'at depths ranging from 13 to 2'7 feel below ground surfice;(bgs) dluringboring-conducted as part of theTreliminary Geotechnical Investigation Report.p'repared forthc Certified EIR. Thertfon%, it is unlikely that groundwater' would be cii"comntercd during construction of the Revised Project and groundwater dewatering would not be required. The Revised Pnijectwould not require biround wafer extraction during operation, TheRevised.Projcet would increase impervious surface area on the Project site which would decrease infiltration. However, on-site soils have low,pemnuability and are not conducive to infiltrationor groundwater recharge in the existing condition: Therefore, the increas .in impervious surface area would not.substmrtially alter fnoundwatcrrecharge, in addition, the Project site is: not in a groundwater recharge area. For ihpse rcasons; impacts related to depletion of groundwater Rupp lies or interference with groundhvater re6argedunng conslrgotion operation of the ApprovedErojecr mould hc_ Ie9s than signiGoanl Anil no.iriitigation is required, The Certified 1 IR also concluded that the Approved Project would haw a less than signifwant impact ED groundwafer supplies and recharge. Therefore, the Revised Project would noCresult in new significant impacts beyond thoseidd'ntified in the Ccriifiui ETR. No new mitigation measures are required. p;5911016,,(,4'' NddendiimlAddundum,ducx QWUS.47u 75B-93 z-44 ENVIRON MEATAL IXPACT REP O nT AHQP.NII QX AQXSTµ ONO-µAF011 AGYf JE➢ PROJECT SHPTPMIlCA 9419 SANTA -ANA, CALIPOQKIA c) During construction activities„soil would be compacted -and drainage patterns would he temporarily altereH during grading and other construction'acngitics, and therewduJd bean increased potential for flooding compared to existing conditions. As discussed in Response 2.8.a and specified in Mitigation Measures GE0-5 and GP.6-6 from the Ccriificd EIR,,the Revised Project would comply with the requirements of the Construction General Permit,' Vhich includes preparation of a SWPPP to implementation of Constructioth BNIPs to reduce impacts to water quality during construction, including those impacts associated with flooding. lmplementation of the Mitigation Measures GEC -S and GEC -6 would reduce construction impacts related to on- or off-site flooding to less than significant. The Revised Project would increase impervious surface on the Project site which would increase the volume of runoff train the Projectsite compared to existing conditions. The Revised Project would be required to comply with t1ie County MS4 Pennit and hydromodification requirements, which require jhat post-constnietion runoff be reduced to less than or equal to existing conditions. in addition; the Revised Project would comply with Mitigation Measures HYD -I through HYD -3' of the Certified EIR, which require drainage improvutnents to address' increases imstormwater runoff, Compliance with the County MS4 Pennit and hydromodification requirements and implementation of Mitigation Measures HYD =I through HYD -3 would reduce impacts related to stortndrain capacity and downstrearn flood nto a less than,significa' level. In'addition, any proposed RMPs and on-site storm drain. facilities include in the design of the Revised Proj= would be sized to accommodat stonn water runoff from the Project site so that on-site flooding would not occur. Finally, the Rev'ised'Pmject would not alter the course of a stream or river- in summary, inhpleinentalion of Miligaiion Measures GE0-5, GE6-6 and HYD113hroughliYD-3 would reduce construction operational impacts related to on-site or off-site flooding to a less than significant level. The Certified EiR also concluded that with implementation of mitigation, impacts related to alternation of drainagcpatters and flooding would be reduced to a less than signifcantlevel. Therefore, the Revised Project would not result in new signi.ftcant impacts beyond those identified in the Certified EiR. No hew thtitigation measures are required. (1) Thu Revised Project would increase impervious surface areas on the Project Si(a, which would ifurcaw the volume of stoim water runoff generated from the. Project site. Increased volume and peak flow of runoff fromthe Projectsiie has the potential to exceed the capacity ofdow'nsfream slotmdrain systems. lleRevised Project would be required to comply with the County, MS4 Permit and hydromodification requirements, which require that post-conslruccioa.runoff be reduced Lo fess than or equal to existing conditions. In addition, the Revised Project would comply with 41htigntion Measures HYD -I through IIYD-3 of the Certified EIR, which require drainage improvements to address increases in stonnwater runoff. Compliance with the County 1094 Permit and hydromodification requirements and implementation of Mitigation Measures HYD -I lhniugh HYD -3 would reduce impacts related to stormdrain capacity to a less than significant level. The Certified EIR also concluded that the Approved Project wouldhave a less than significant impact related to the capacity of downstream stormdrains with implanentation of Mitigation HYD -1 through HYD-3.1lterefore, the Revised Project would not result in new significant impacts beyond these identified in the Certified EIR. No new mitigation measures are required. e) The Project site is not located in a 100 -year special flood hazard area. According to the City of Santa Ana General Plan, Public.Satety Element (1982, reformatted 2010), the Prgiccl site is. P.%SI IU 16414-Addendum'.Addendum.doex 0,7. l7„ 75B-94 2-45 YHVIRONNP.NTAL IHPACT AY.PORT ACLF.NDUU AP.PTENBtlA iff9 "' AiMSTFONC RANCH RiVISEn PRC]£CT SANTA�ANA. CALIFOUNIA Within a 500 -year florid hazard area. According to the federal Emergency Management Agency (FEMA) Flood Irmurancc Rate Map,(FIRM) (Map No. p6059CO259J; Decetnber.3, 2004), die' Projuct site is located in Zone X (dotted an area protected 11)levees from l percent atmual chance flood (100 -year flood). lone X (06tted) is designated by FEMA as ani Otliei Flood Area which is not considered a Special Flood Ilazaid Aren'.liiipacts Mated to failgre of a levee are' discussed in Response 2:8J,below..There.fore, because:the Project is not located within a special flood hazard area designated by FEMA, the Revised Projeet.would not place housing within a 100 -year special flood hazard area. Therefore, no impacts related to placement of housing in a floodplain would occur and no mitigation is required. The Certified EIR also concludedthat the Approved Project was not located within a 100 -year floodplain. Therefore, the Revised Project would not result in new significant: impacts, beyond those'identified in the.Certified EIR. No new mitigation measure: are required. :As stated in Rcaponse 2,8.g, a6ove;.ihe Project site is located in Zone X (dotted), an area protected by levees front -I percent annual, chance flood (100 -year flood). Zone X (dotted) is designated by FEMA as an Other Flood Area and is notconsidered it Special Flood Hazard Area. Impacts related to failure of a levee are discussed in"Response 2.8.i, below. Because the Project is not located within a special flood hazard area designated by FEMA,the Revised Project would not place structures within n 100=year flood hazard area that would impede or redirect- Card flows. Tlne'refore, no impacts related.to.placegient of structures in a 100 -year floodplain would occur and no mitigatign is required. The Certified EIR' also concluded that the Approved Project was not located within a 100 -year tloodpinin. Thereforc, the Revised Project would not result in new sibmificant impacts beyond those identifled in (hu Certified MR. No new mitigation measures are required. Mitigation Measures: Eased on the analysis and information above, Mitigation MeasuresilYD-1 through HYD -3 included in the Certified EIR for the Approved Project would be applicable to the Revised,Praject. IIYD-1 All proposed drainage hnprovernents,,including project catch basins; shall be designed and constructed in accordance with the" standards set by the City of Santa Ana and by the Orange Cqunty Flood Control District. Plans for grading; drainage, and erosion control shall be reviewed by the City Engineer prior to issuance or grading permits. IIYD-2 Prior to the issuance of building permits the applicant record a drainage easement along the northern Raitt Street driveway, betyr'een:Alton Avenue. and the northern catch basin. IIYD-3 Prior to issuance of building pennies a storm drain easement shall be recorded between the northern catch basin and MacArthur Boulevard, PdS11DIF.a 1'AS1c�a-lnm'AdcL�ndain,Ancr afAA9'a. I LI 75B-95 2-46 ENVIRONMENTAL IMPACT RP.PORT ADDENDUM ARMSTRONG RANCH -REVISED PROJECT SPPTELSRR 5017 SANTA'%NA. CALIFORNIA Findings Related to Hydrology and.Water Quality: No New Significant Rffects Requiring Major Certified-EIR Revisions. Based on tite foregoing- analysis'and infonnatipn,'thcrc is no evidence that Project modifications requirea major change -to the Certified EiR. The.Project,changes will not result in new sl&nificant environmental impacts related to Hydrology and Mater Quality, and there is no substantial increase in the severity of impacts described in the Certified MR. No Substantial Change'!it Circumstances Requiring Maibr Ci rtified EIH Revisions: There is no information in the.record or otherwise available that indicates that there are substantiafchanges in circumstancesspertaining to,Flydrology and Water Quality that Would require major changes to the Certified EIR. No New Information Sbowing Greater Significant Effects than the Certified EIM'fhis Addendum has analyzed all availablerelevant information to determine whether there is new information thatt was,not available at the time the F.rR wits adopted, which would indicate that a new significant effect not reported in that d&umitiu night occur. Based on the infonitation and analysts above,.there is nq snbstantial.new uifonnation indicating that there would be a new significanTitnpact related to,Hydtplogyand Nater Quality requiring major reeiaions to the CeLifed'EIR: No New Information Showing Ability to Reduce Significant IYfects in theCertified EiR. Them are no altematives to the Project or additional mitigation measures that would substantially reduce one or more significant impacts pertaining to hydrology and Nater Quality identified in and considered by the Certified EIR. Nsfiol!>.11'>1Alcud;ImlArlAcnAinn.dnn ;d7910V[ 7;; 75B-96 2-47 ENVIRONMENTAL I MPACT-REPORr AC CENDUM AkMSTRONO RANCH REV'eEO PROJECT EEPTEMEER IQL7 MAN'I'A AICAs CALIFORNIA 2,10 LANDU5E/F.LANNING ' N.W, (CRsRWrnntlal slgdiaetnl More $drre Cfisnye.rrmo Would the project: LRpact" Impact, Ivok..vA..Iy�.F of an agcney'+vnh lurkdiction over the t>rolecl (inclniling. but not tunilLd to fill general plan plannedcommunity; or zoning El 1:1ordinance) adopted for the purpose of avoiding or mitgaring'an environmental effect^ (c) Conflict wiih any applicable habitat conservation plan or natural I ❑" ❑ Analysis of Project Changes: a) 'the.Project site is bound by Alton' Avenue to the north, residential uses to the cast (Armstrong Ranch) MacArthur Boulevard to the. south, and Jaguar Way to the we,% in its existing condition_; the northern portion of the Project site is developed with,a smell sanctuary (.5 I associated with the Christ Our Savior Catholic'Cliurchand a parking lot that serves the Church; the southerii. portion of the'Project,site is vacant. The Revised Project includes the development of42.single-family residential units on a curr ntly undeveloped portion of the site. hnplementation of the Revised Project would not change the existing sitceonfiguralion within the Project site or within the local area, icor would it change the existing street layout. The Revised Prgjeet proposes an access driveway from the Jaguar Way cul- de-sac, utilization of the existing south leg of the JaguarWiy116ton Avenue'intersection, and a' right hr'tight-ouCdrivewa)+ ori Alton Avenue. Therefore;'[lne Revised Project would not result in the physical division of airy bstablished community, and no mitigation is required. The Revised Project would not result in new siionificimt itnpacts beyond tliose identified in the Certified FIR: r4. view iiinigntion measures are r'e%ircd:: b) The Projecrsite is within the Cityof Santa Ana.'The main documents" guiding development and regulating land uses in the City of Santa Ana are the City's General Plan and Zoning Ordinance., As previously stated; the Project site'is designated 1.11-7 in the Gencral Plan, and is zoned SU -4 on the City's Zoning Map. General Plnn.The City of Santa Anna Geticral Plan is the Cily's most Fundamental planning' document. Tlie General Plan is a comprehensive plan in,compr6cnsivc plan intended to guide the physical development of the City and serves is a blueprint for future growth and development: As a blueprint for the "future, the plan contains policis and programs' designed to prolvide decision -makers with a solid, basis for decisions.related to land use and development. The Revised Project would develop a new Church facility oil ail existing Church site; which would replace the existing'oti-site use yilh [lie same usp. Tbe`Revised Protcct'wouldi also develop law -density residential uses on the southern portion of the' Project site, which would tie consistent with the site's 1,R-7 General Plan designation as well as the surrounding residential uses. Because the Revised Project is consistent • with the existing use and the General Plan land use designation for the site, the Revised Project would also be Consistent with applicable goals and policies Y:'SIIUI(rP1't1drlrnllum`�+1ddrndum.docx !!77ii)iJl i» 75B-97 2-48 RNVIRONMP. NTAL IMCAII T RRRORT AOORNDOM ARMSTRONG RANCH 0.CVI9¢D,TROJ¢.G7 %RPTRMRLR 1111 - SANTA ANA. GALITOANIA' outlined in the City's General Plamreiated to residential development. The Certified EIR also concluded altar; the Approved Project would be compatible iwith surrounding uses, which include lone- andimotiemte-densityresidential developments. No new mitigation trieasures are required. Zonhtg Ordinance. The;Citv's Zoning Ordinance is the primary impleinetifatio i tool for its General Plan Land Use Element and the goals and policies contained therein. its such, the Zoning Mapmustbe consistent with the General Plan Land Use Map. The Land Use Mapindicates the general location and extent of future land use in the City. The Zoning Ordinance, which includes the Zoning Map, contains more detailed information about permitted land uses, building intensities, and required development standards. The current zoning district on the'1'roject site is SD4. The Revised Project would develop a new Church facility on an' existing Chu reLsLite; wIhich would replace the existing on-site'use with the samense. Thcxcsidential component df the Revised Project would be consistent with allowable uses within SD -4, which allows for crop agriculture and single-family residential uses. SD -4 is a precise plan, adopted by ordinance that provides the means for tine regulation of buildings, strrcrures; and uses of land in order to facilitate the implementation of the General Plan.17he regulations of SD -4 are intended,to'gutde land use on the site while ensuring corn pliance with the: provisions of tile Municipal Code: Therefore, the Revised Projectivould result.in less than significant impacts with respect to inconsistcneies with the City's Zoning Ordinance.'l'he Revised Project will require an amendment to 9134 to allow ror.development of a,gundI lot subdtvisioa. "Che only other discretionary:approval identi tied by the City that would be required for die project is.a tentative tract map. Per the reasons outlined above, the Revised Project would be consistent with. applicable documents regulating land use on the Project site, and no mitigation is required, The Revised Project would not result in new significant impacts beyond those identified in the C_enifed EiR_ No new mitigation measures are:regitired. C) The Project site is not located within the Orange County. Central -Coastal Natural Coiiiniunities Conservation P1aalHabital Conservation flan (NCCP/HCP). lberefore, there are no adopted I1CP, NCCP, or other approved local, regional, or State habitat conservation -plans that apply to the Project site and the Revised Project would not conflict with the NCCP orIICP and no- mitigation omitigation is required. Therefore; the Revised Project would not result in new significant hupacts beyond those identified in the Certified EIR. No new mitigation measures are required. Mitigation Measures: No mitigation is required. findings Related to Land Use and Planning: No New Significant Effects Requiring.Major Certified EIR Revisions. Based on tate foregoing analysis and information, there is no cVidence that project modifications require a major change to the Certified EIR_ The project changes will act result in new significant environmental impacts related to P:'.SHOIfi6d+Aik]enitumLldt�eadnm.elGc'x 49:0513 i,, 75B-98 2-49 RNVICONYRNTAL. IMPAJ'r REiOx]7ADDEND'JIA ARMSTRONG CANON: MIVIRF.D_ PROJROT. SEPTSASER 3.12, SANTA ANA, CALIFORNIA Land.Usc and Planning, and there is no substantial increase in the severity of impacts described in the Certified OR. No Substantial Change in Circumstances Requiring Major Certified GIR ReAsions. There is no in in the record or otherwise adailable.that indicates ihatthere are substantial changes in circumstances pertaining to Land Use and Planning that would require major changes to the Certified E,IR. No New Information Show ing Greater Significant Effects than the Certified, EIR. This Addendum has analyced'all available relevant information to determine whether theie.is new information that was not'available at the tine the EIR was adopted, which would indicate that anew significant effect not reported in that document might.occur. Based on the infomiation'and'analyses above, there is aio.substantial new information indicating that there would be a new, significant impact related.to i.and UNQ and Planning requiring major revisions to.the Certified BIR. No New In formatima'Sbowing Ability to Reduce Significant'kffects in the Certified EIR. There are no alternatives to the Project or additional mitigation measures that would, substantially reduce one or more significant impacts pertaining to Land Use and Planning idenfified'in ind considered by the Certified LI&: N,A1ID1&A%Add rid anAAddmium,doex 491091?,, 75B-99 9.4 VICONN6Niµ.I51YA4t Y[YopT Aop[NDVM 96 YTP.N SCR i41T" - - .Ap NS4R DNC RANCH RRVSpp -Ypo NC'r' SANTA ANA. GALE, OMNIA 2.11 NITNERAL. RESOURCES New More NO su6r[aut at fY0lilP (1. CP Si¢nlaoipi .'sole" chauge'from -ImpaYl - Impnir NIc ionsAnldi4ls ed on "a lnc5. ganeial plan, spec fie I ❑ . ❑ ®.. Analysis of Projeef Changes: a) According to die Ciiy'of Santa Aria Cencral Plan, land Use Element(1:998), there are no mineral extraction activates eurrentiv.occutrhig within the City. In addition, according to the Land Use Element, there are no.Significant 1vlincral,Agt,�rcgate Resource Areas (SrVlizA) Designations. Therefore,,the Revised Project would not impact known mineral resources and iio mitigation is required. 'I'lre Certified ElWalsoxoncluded that the Approwd Project voitld not result in impacts to tnineral resources because no mineral resources are pregeit:on the Projccl site that are considered Wally, orregionally important. Therefore, the Revised:'Proic& would not result lnnew significant, iinpacts beyond those identified in the Certified EIR and no new mitigation measurus are required. Mitigation Measures:11 No mitigation is required.; Findings Related to Mineral Resources: No New Significant Effects Requiring Major Certified FIR ,Revisions, based on the foregoing analysis and information, there is no evidence'that project modifications require a major change to the Certified E1R. The project changesmi11 not result in new significant environmental impacts related to Mineral Resources, and there_ is substantial increase in the severity of impacts dcsia bed in the Certified EIR. No Substantial Change in _Circumstances Requiring Major Certified -FIR Revisions. There is no information in the record or otherwise available that indicates that there are substantial changes in circumstances pertaining to Mineral Resources that would require major changes to the,Certified EIR.; No New Information Showing Greater Significant Effects than the Certified EiR. This Addendum has analyzed all `available relevantiufor n ition In dcLiirminc whether there is new information that was not available at thetimedie BIR was adopted, -which would indicate th'afa new sigmificant effect not reported in thatdocuinent might occur. Based on the information itIad itnalyses abtiVe, there is no substantial new information indicating that there would be a new significant impact related to IOineraf Resources requiringtnajor revisions to the Certil (A EiR. P(S41(Q167d'ylddentlumiAdJ�n�Innvc4cA��LlHlU5r7 �a� 75B-100 2-5 t UNVIRONMCN'r AL IMI'.AU'f RIFORr AUUSNOON. ARNSTRUNO RANU1128V11R4 FROJ2 U1' 9IFT9UBLR iPlf SANTA ANAs 6ALIVOLN1A No New Information Showing Ability to Reduce Significant EtTects in the Certified FTR. Thcre are no altcrnkivcs to the Prujcct or additional -mitigation measures that would substuntiallyreducc one or more sigmifuiint impacts pertaining to Mineral Resources identified in and cbnsiderud by the Certified EIR. 1'SSI Ie16U3b\rklrmlrml;Iddcndum.Jues WRIDSi lin 75B-101 2-52 RN,IRONMeN'I'.AL WFAUT.YRPURT AHUe NUUM ARYSTRONU-RANCH ReVIaRU panlet szrruu11RR inn SANTA ANA, CALIYURNIA 2:12` `IOISE New No subumatlal Would the project resirlt in; signifimm NI.,r S—twre Cbnuge from mq,ua. IMPnrl V,evw. Anny.is (a). Exposure of persons to orgeneiation oraokelevels in exceas of standards established in the local geiieraiPlan or noise o6flin2iice, ❑ ❑ oral licablestandankofothera cncicsl (b) Exposure of personsto or generation ofexcessivcgroundborne oraroundborne noise levels? ED Elvibration (c) A substantial permanent increase in ambient noise levels in the project vicinity above levels existing wit}tout the proimt? ❑ ❑ (d) A substantial temporary or periodic increase in ambient noise levels in the Peojecl vicinity above levels existing without the ❑ ❑ project? (e) For a project located within'an airport land use'plan or, where sudi a plan has not been a(iopted,- ,within two miles ofapublic airport or use airport, would the project expilse people residing or. 0 - 1:1public workin -in ilio ra'c�:i arca to ezeu�vsive noise levels2. Analysis of Project Changes; a) Two types orshort Cerin noise impacts could occur duringcomstntction of the Revised Project. First, the construction crewoi» mutes and lhu transport of construction t quipment and materials to the site foi the Revised Project would incrementally increase noise levels on access roads leading to the Project site. The second type of short-term nowise impact is related to noise generated during demolition, site preparation, grading, building construction, architectural coating, and paving on the Project site. It is anticipated that noise impacts to surrounding sensitive receptors would be. potentially significant. The Revised Project would be required to comply with Mitigation Measure NOH from the Certified MR, which requires compliance with the City's noise ordinance, muffling ofcoastruction equipment, coordinationwith neighbors W resolve noise complaints, and eohstntction of a temporary noise barrier around rite [ roject site. 1mPlemcntatioh of Mitigation' Measure NOl-t would reduce noise impacts during construction of the Revised Project to it loss than significant.level. Long-term noise from the Rcvised.Project would include on-site and off-site noise impacts from Project -related traffic on roadways adjacent to the Project site,noise from on-site mechanical equipment, and noise from on -silo human aclNiLy. A substrimiat noise impact would occur if the Revised Project increased noise levels increase by 3 A -weighted decibels (dBA) or more, The Approved Project found that trafhc noise would increascmoise levels by 1.1 dBA which is substantially below the noisc.threshold ofan increase of 3.0 dBA, which is barely perceptible to the human car. As discussed in Section 2.15, Transportation/traffic, the Revised Project would generate fewer trartic trips compared to the land uses proposed for the Approved Project; therefore; trafficnoisc impacts of the Revisal Project would be less than the Approved Project and would therefore be less than significant. Similar to the Approved Project, the residential units would include air conditioning acid heating units.'llie mechanical equipment for heating and air would be shielded from the adjacent homes and'school and would not be anticipated to exceed City noise standards. Similar to the Approved Project, on site noise from human activity such as people talkiti„ doors shimming, tires squealing, heck deliveries; landscape maintenance, 1`aS I10160dL\J�I�durnlAdllrndum.wrs .•VIiQS!I T 75B-102 2-53 ENVIRONMENTAL IMPACT, REPORT ADDENDUM ARMJTR0V U,RANQN REVteED. PROJECT 5UFT1SU6t1 EGIT - 9ANTAANA, dALIrD RNIA equipment operation, stereos, atid'dornestic; animals. Noise levels associated with these "noise sources would be nticipated to average between 45 and 5.5:dBA which would bc.considered less than srgnifrcatit. In sumnr iry; impleinentatioa-of Mitigation Mcasure'14OT=1 wouldreduce noise impacts of the Revised Project -to a less than significant level. The Certified EIR also concluded that implementation of Mitigation Measure NOI=I would reduce noise impacts during construction of the Approved Project to a less than significant level and.tl at long-Wrtn noise impacts would be lass than significant; Therefore, the Revised Project would,not result in new sigh ficant impacts beyond those.identified.in the"Certified FIR. No new mitigationmeasuresarcrcquircd., b) Vibration refers to grotritdborne notse and perceptible motion,. Groundbomc Nibritton is,ultnost exclusively a concern inside buildings.and:is rarely perceived as,a problem outdoors where the.. motion maybe discernible, Typical sourees.of groundbome vibration arc construction activities associated with heavy-duty earthmoving equipment and occasional traffic oil rough roads. When roadways'are smooth, vibration from traffic, even heavy trucks, is rarely perceptible. it is assumed for ,most projects that the;roadway surface will be smooth gtrough that groundborric. vibration from street.traf .c will notexceed the impact criteria; hpwe�%er,'conslruc ioit'of the Project could iesult in-gioundboine'viliration that could be perceptible and An noyitig'to,resin_ ential uses located ca"sl of lticPrglecf site. Federal Transit Administration (FTA) guidelines show that a vibration level of upto lot vibration velocity.in decibels (VdB) (an equivalent to 0.5 inch per second [hiclilsec], in PPV) 1 A (F 2006)' is considered safe for buildings consisting 6Crcinforcedconcrete, steel, or timber (no; ,plaster), and would not result in, any construction vibration damage. For a nonengineered timber and masonrybutldiiug,'the construction vibration damagc;cnter on is 94 Vd6 (0.2 hiclvsec in Irl V). The site of the reduced church facility aiid additional:A2 residential homes is loi a1cd approximately 25 feet from the adjacent residential land uses hr the cast (umstructed as part of the. Approved Project). Bulldozersandother heavy -tracked construction equipment that would be expected to be used on the Project site'generate approxtnlately87 VdB of groundhonte vibration when measured at25-feet; which is below'the FTA damage criteria of l02 Vila, based on jhe Trains tt Adige and 11bration lntpgct Assr ssrnem guidelines. At this level, groundborne vibration would result in potential annoyance to residences and worker, butwould not cause any damage to the buildings. Construction vibration, similar to vibration from other sources, would not have any signi6ca nt effects on outdoor aetivities. The greatest -levels of vibration arc Anticipated to occur during thosfte preparation phase. All other phases are expected to result in lower vibration levels and no pile driving is expected to occur. Therefore,.the project is ltotexpected to result in new or worsening vibration impacts. Therefore, the Revised Project would not result in new significant impacts beyond those identified in the Certified FIR. No new,mitigation measures are required. c) A substantial permanent increase would occur if the Revised Project would caw,§c noise levels io increase bv'3'dBA or,rhore. As discussed in Response 2.1 r.a neither the long-term.traffic nor stationary noise sources would cause an increase in ambient noise levels of more than.3 JIBA, at sensitive receptors in the vicinity of the Projectsite, thus the impact would be less than significant 1"?SIIUIN,H1:1SirndwnL4ddendum.dpcx na4+I1�JfJn 75B-103 2-54 RNV] RO HYENTALJ N PACT R¢PORT ADDRNDDY 9¢PTP.YAYY-5019 AQS(STRONC RANCH .YE VI$¢D PROJECT SANTA ANA. CALIFORNIA and tw.mitigation is required. The Certified EIR also conchided that long-term noise impacts for the Approved Project would be less than "significant. Therefore, the Revised Project would not result in new 'significant impaets:beyond those identified in the Certified EIR. No new mitigation measures are required. d) As discussed in Response 2.1 La, above, implementation of the Revised Project would include construction activities that would result in a substantial temporary increase in ambient noise levels in the Project site vicinity above levels existing without the Project, but would no longer occur once construction is completed. The Revised Project would be required to comply- with Mitigation pleasure NOI-I "from the Certified EIR, which requires compliance with the'City's noise ordiaiance,;ntitlling of construction equipment, coordination with neighbors to resolve noise complaints, and construction of a temporary noise barrier around the'Projectsite. Implementation of Mitigation Measure-NOI-1 would reduce noise impacts during construction of the Revised Project to a less than significant level. The Certified EIR also concluded'that implementation of Iviftigation.Measure N01-1 would reduce noise impacts during construction of the Approved project to a less than significant level.'fherefore, the Revised Project would not result in new significant impacts beyond those identified in the Certified EIR. No new initigation measures are required. e) The Project siteis approximately 2 miles northeast of John Wayne Airport (SNA) and is within the Land Use Planning Arca for this;airport.a Thu Project site is approximately 13 milCs,outsidc' .of the 66 dBA noise contours of this airport'; therefore, the noise -related impact due to airport activities would be less than siemiftcant and no mitigation is required, -The CertifiedEiR also Found that the Project site is not located within the airport contours. Therefore,, the Revised Project would not rusult in new signifearrt impacts beyond those identified in the Certified EiR. No new mitigation measures are required.. Mitigation Measures: Based on the analysis and information above, Mitigation Measure NO -1 included in the Certified EIR for the Approved'Project would be applicable to the Revised Project. NO -1 'llie project contractor(s) shall implement, but not be limited to, the following best management practices • Outdoor construction work mi the project shall be limited to the hours of 7:00 a.m. to 8:00 p,m. on weekdays and Saturdays. No construction activities shall occur.on Sundays.or federal holidays • All construction equipment with a high noise generating potential, including all equipment powered by internal combustion engines, shall be muffled or controlled I Airport Land Usc Commissions,. Airport Epvhohs, - John Wayne Airpon 2015 Annual 60.65, 70, and 75 CNEL noise Contours ri15H01r:Ra'AddrnduniWadnRacm.BxY eaa9ra5ll^ 75B-104 2•SS RNVI3ONMUNTAL I MPAUT-N3PCk'I. AD DENDVM AKM2TiON5 HAN011 KUVI3UU PROJECT SEPTEMBER. 2117 SANTA ANA, CALI}C%NIA • All stationary no generating equipment, such as compressors, shall be located as far as possible from existing houses Machinery, including muton, shall be tunted off when,hothiatse. Mobile-equioment shall not be allowed to run idle near existing residences • Neighbors (including the proposed high school) within 200 feet of major construction areas shall be notified of the construction schedule to writing, prior to constriction; the project sponsor shall designate.a "disturbance coordinator' who shall be responsible for responding to any local complaints regarding construction noise; the coordinator (who,may be cinployee of the developer or general contractor) shall determine the cause of the complaint and shall require that reasonable measures warranted to correct the problem be implemented; a telephone.numbcr of the noise disturbance:caordinator shall be: conspicuously posted at the construction site fence and on the notification sent. to neighbors adjacent to the site. Temporary noise barriers shalt be installed between the proposed church and adjacent noise sensitive land uses. These noise barriers may iriclude the. use of leaded blankets and/or layers of plywood, Barriers shall beat least ten feet in height- in the event the; construction noise is intrusive on the local residents, the project applicant iihatl raise the height and%or thickness of temporary noise harriers. Findings Related lo.Noise: No New Significant Effects Requiring Major Certified EM Revisions. Based -on the foregoing analysis and information, there is no evidL.ence that project: modifications require a major change to the Certilied EIR. The project changes will not resultin:new significant envirmnterital impacts related to Noise, and there is no "substantial increase in the severity of impacts.described in the Certified EIR. No Substantial Chitage in Circiimstahces Requiring Major Certified F.IR Revisions. There is no irifonnation in the record or otherwise available that indicates that there are substantial changes in circutnstances.pertaining to Noise that µmulti require major changes to the Certified EIR. No New information Showing Greater Significant Effects than the Certified CIR. This Addendum has analyzed all available relevant information to detennine whether there is new information that was not available at the time the EIR was adopted, which would indicate that a new significant effect not repoted in that document might occur. Based o» the information and analyses above, there is no substantial new information indicating that' there would be a new significant impact Belated to Noise requiring major revisions'to the Certified FIR. No New Information Showing Ability to Reduce Significant Effects In the Certified Ell. There are no alternatives to the Project or additional uutigation measures that would substantially reduce one or more significant impacts pertaining to Noise idenli fled inand considered by the Certified FIR. Yiln015Ui4\adenJum•.,1JdenJum.J.:cx AR, -(Of N 75B-105 2-5fi .RNV[IIONMENTAL IMPAnT. REPORT ADDZND.VM AIItifTHONO pANCM'BEV1226 PADUOT '39VTEMBRR 2117. - - ]ANTA. ANA:VAL1rORNIA 2.13 POPULATION ANM HOUSING'. NO. ma2c uasnhuHdttA ajaina.it setiri Change ream W014 the Pra ed Inipea Impact I'fevlous"Anfltd6 ,(e). Induce substantial pypulattori-dmwth in an area, eilherdirectly (for example, fiy proposing view homes ahtl businesses) or 1-1 El -® `indirectly (for example, through extension vt roads orother inrraiuucture)?. (b) Displace substantial numhers of existing housing, necessirating the Q construction ofreylacenie tliousin-elSewllere? `(c) - DiEl 0 splacesuhsiantial numbers of people, neeLssitating lite O construction era laceinenthousin elsewhere? Analysis of Project.Changes:. A) The Approved Pro ,(ect;proposed 1561 single-family detachet1restdeniial units (which.were. constractcd,agd are not'occupied) The Certified EiR estimated that the Approved Pruject would inorcase population by716 persons (based on 4:53 persons per ltouschold), which.reprtscttted a 0:2`uerccnt increase in aobulation. The Revised Projeet inchides an addit11 ional 42 single family P.loh, 2(114-262 1 Housing Element Update, I to eiftwnt average houscliold size in the ,City is 4.4 persons. Based on the City's current avemgc household size; the Rcviscd Protect w6uld introduce 18,51 'persons into the Project site compared to the Approved ,Proleect.2 ,nii addition Of 1851new residents would be approximately 0:055 percent of the City's, population of 33412.17 in 2016, and 0.054 percent,oGlhc City.s projected population.of 343,100, in 2020..The increase in population resulting from the Revised Project isnot considered sigmiftcant because it.only comprises a small portion (less thi n I percent) of the total population of the City and does not wpresent a. substantial increase in population: Additionally, the Rei•ised Pro)ect:is surrounded by urban' -uses, ritcliiding single-fnthily residential uses to the north,,easi, and south and.educationiil and recreational uses to the east.11he Revised Project docs not propose .to expand surrounding utlhty'infrasttructure in the Project vicinity: 171eref ire , the Revised Project would not directly orindkeetly induce population growth thriiugh the extedsinn of roads or other inliashvcture. Therefore, potential impacts related to substantial inducelnerij,of population gowth, either directly or indirectly; would be less than sioillwant, and he mitigation'is required; The Certified EIR also conded that impacts of the Approval Project related to population growth would be :less than sigrnificant..Therefore,*llle Revised Proiva would' not result'iti new significant itnpacts beyond those'identit ed in the Ccaifted EIR. Nu new mitigation measures arc required 1 42 residences x.4.4 person,.hesidence - 184:8: 1'he 156 single -gamily residential units have been coo4ructdd; lhaefore, iT is, assume) that the population associated wiihthese households are accounted for incurrent population esiiinates. 3 .United States, Census Bureau, Quick Facts. ern Califoroia.f.ssociation of (imei-nmenls, 2016.2040'UNSCS Demographic & Growth Forecasts. 2016. n:ISIIOtG'hAW.4lendumlr\dil�ndum.:,:cx �.CFIrUir 17�. 75B-106 2-57 ARNSTYO NO RANCH RZVISRR-YROJECT RNY[RONSRNTAL [ xrAOT RP.TORT AOPSNb OY SANt, ANA, CALIFORNIA RRPTPYPCR 101, nd b) The northern porhon-of the Projcctsite is developed with a small sanctuary and a parking to housing thdgoutliern portion is undeveloped. No housing'units are located on the Projcctsite, and Housing displacement impacts would not occur as a, result of Project implementation. In addition; the Revised Projecl includes an tdditional42 single fancily residential units "compared to the -Approved.l'rgjeet. Because thu Revised'Projcctwoold nirt displaw.housint and includes more housing than approved in the Certified EiR, the Revised Project would not necessitate .construction of replacement housing elsedhere and no mitigation is required. THc Certified EIR also concluder) that the Approved Project would not result in impacts related to displacement or liousing.'1'lrercfore,,the Revised Project would not result in new significant impacts beyond [hose. identified in the Certified FIR. Nlo new mitigation measures are required. c) The northern portion of the Project site is developed with a small sanctuary and a parking lot and the southern portion is undeveloped. No housing umts.gr other forms of temporary housing are located on the project site, raid no people would be displaced as a result"of the Revised Project. In addition, the Revised Project includes an additional 42 single family residential units compared to the Approved Project. Because the project would not displace people, the Ri;viscd Project would riot necessitate construction of.replacement housing elsewhere and no in gattoit is require). The Certified EIR also concluded that the Approved Project would not result in impacts, relined to displacement of people..Tllerefore; the Revised Projecrwould not result in new significant impacts beyond those identified in the Certified EIR. No new mitigation measures are required.. Mitigation Measures: No mitigation is required. Findings Related to Population andilousin— No New Significant Effects Requiring lajor'Certified EIR Ilevislons. Based on the foregoing analysis and information, there is no evidence that project modifications require'a major change to the Certified EIR. The project changes will not result in new significanLetivironmental,impacts related to Population and Housing, and there is no substantial increase ill the severity of impacts described in the Certified EiR. No Substantial Changc:in Circumstances Requiring Major Certified EIR Revisions. There is no information in the record or othenvise'available that indicates that there are substantial changes in circumstances pertaining to Population and Housing that would require major changes to the Certified EIR. No New Information Showing Crester Significant Effects than the Certified LIR. This Addendum has analyzed all "available relevant infomuuion to determine whether there is new' information that was hot available atthe time die E1R.was ndoptLdl which would indicate that a new significant effect not reported in that document might occur• Based on the information and analyses: above, there is nit substantial new inforimilipn indicating that there would be a new significant impact related to Population and Housing requiting major revisions to the Certified EIR. Pi:511016041Addcndlinet. <0.tmdum.d"eA u09.'HS ',P 75B-107 2-58 CNVIRONMZNTAL INTACT REPORT Au DINUUA. AYY9T6O1fp RAN OH.R¢YO ED.PII pjP.CT b CPTEAIRLA'99 V: SANTA ANA,, CAI.IPORNIA ho_Nev Information ShO)vingAbility to Reduce Significant Effects iii the Certified CIR.,There ae np i114ern�ttYcs w the Project or additional mitigauan measure+ that would §ubstantialiy reduce one or more significant impacts pertaining to Population and Housing identified id Bind considered by the Certified EIR, 1'::Sf1U15U4'v\ddmdumMdAemfum.duuY rtl*bUs?I?,. 75B-108 2-59 6NYJXONMGNTAL IMPAOS REPORT ADDENDUM ARMATRONG AAU411R8VIlaU PDOJRCT 31FTCMDER 311: SANTA ANA. CALIFORNIA. 2.14 PUBLIC: SERVICES New Mare No SuLitmthl slgldaroRt Severe chnD;Ctronr Would Me project: Impart I.P110 A.A N. (a) Would the project result in substantial adverse physical impact's associated with the provision of or need for new or physically all crud govcrrnnental frreilitivs, the construc(i(;i-of which could cause significant environmental impacts,in order to maintain. acceptable service ratios, response times or other performance: objectives for any of the public wrvievs: i) Fire' Protection? ❑ ❑ ii)Police Protection? -N iii Schools? u iv) Narks? ❑ ❑ v Other public facilities? Analysis of Project. Chan. -es: a) (i) The Revised Project is a.residential community, which would increase the number of on-site ttisitors and personnel, however, tate addition of 42 single family residential units as a result of the proicot would result,in' a stnall increase in demand for fire protection services, particularly as compared to the I56 residential units and church uses included as part of the Approved Project. The increase in demand would no't iubstatitially affect level of service ratios or response times of fire: protection services. No new. or altered fire facilitie's would be required to accommodate -the Revised pr9ject.'1'1te Certified EIR also concluded that the Approved Project -would notsubstantially affect level of service ratios for ft -o protection and would not increase response times. Therefore, the Revised Project would not resuh in new significantintpacts beyond those identified in the Certified MR. No new mitigation measures are required. (ii) As previously stated in Section 2,12, Population and Housing, the Revised Project would introduce 1$5 pci5ons into the.Pr6jeef site compared to the Approved Project. When compared to'the Approved Project and the City's 2016 population of 334,217 and projected population of 343,100 in 2020, the Reviscd Project would result in a small increase in demand for police protection services which would not substantially affect police level of service ratios or response times. The Certified FIR also concluded that the Approved Project would not substuraiidly affoet level orservice ratios, that response times would not measurably increase, and that City Police staff would be sufficient to respond to the needs of the Approved Project. The Revised Project would not result in naw significant impacts beyond those' identified in the Certified FIR. No new mitigation measures are required. (iii) The Revised Project would restill in the dcvclopment,'61742 single family residential units. Using the generation rule of 0.995 students per dwelling unit as identified in the Certified EIR, the Revised Project would result in the addition of approximately 42 students into the Santa Ann Unified School District (SAUS17). Comparatively, the Certified FIR concluded that the 156 residences included us part of the Approved Project would have resulted in the addition of 155 students to'the.SAUSD. The Certifled EIR determined that because the SAUSD ivas already over -crowded, the Approved Project's impacts relined to the demand on fast W IEU4'mlddctutumSAddcndum.Jucr m:H,VS!I: h 75B-109 2-60 rNv1RoNuL`NTAL cwxa r ALYORT ADOL9DUU AYNO"rao NORANUII RXV15XV PROI6CT' 8LPTEMBER 1117 SANTA ANA. OALITOAN[A existing school facilities would be potentially signifrcant.'llierefore, the Approved Project required the Applicant to pay school impact fees in effect at the time of issuance of building permits to theappropriate school district (Mitigation Measure PS -1). While the Revised Project's increase in school children into the SAUSU would result in a decreased demand on school facilities as compared to the Approved Project, the Revised Project would also be required to comply with Mitigation Measure PS -1 whieh`would reduce impacts to schools to less than significant. The Revised Project would not resultin"new sibmificant impacts beyond those identified in the Certified! HIR. No new mitigation measures are required.. (iv) According tgthe City's General Plan Open Space, harks, ,ind Recreation Element (1982), the City has appioxunately 400 acres°of public park and recreation ftacilities. The City maintains a ratio and has adopted a standard of approximately two acres of openspace per 1;000 residents.'flre addition of approximately 135 residents.generated-by the Revised Project could incrementally increase usage of City parks and recreational facilities. Using the City's ratio of two acres per 1,000 residents, theadditional residents would require 0.37 acres of parkland, which is 0.09 percent of existing park area in the City: Id addition, Chapter 341 Article 8'of the City's Municipal'.Codewas adopted to implement the provision§, of the Quimf y Act (Slate of California Planning and Zoning Law, Section 66477), which allows_ the- lcatslativcb6dyof a city to require the dedication or land,ror park facilities ur d+or the payment of in lieu fees for park and recreational purpn es'as a condition to the for a Final tract map or parcel map for, certain subdivisions. The Revised Project would be subject to the dedication of land for park facilities and/or the payment of in -lieu fees for park and recreational purposes. The Santa Ana Municipal Code Section 34-2041 Requirements, states that the subdivider may be required to dedicate land for park- and recreational purposes at the time of approval of a tinal subdivision map. The Ceriftied ELR concluded that the Approved Project would result in less significant impacts with respect to park -facilities through die provision of onsite private space and the payment of park dedication fees. The Revised Project would be, required to comply width Mitigation Measure PS -2, as outlined in the Certified Ella to ensure the payment of parkland fees to reduce impacts associated with increased demands on park facilities to less than significant. The Revised Project would not result in new significant impacts beyond those identified in the Certified EiR. No new mitigation HICUSUreS are required, ('v) Electricity. The Certified SIR concluded that the Approved Project's demand for electricity would be approximately 1.8 million Kilowatt-hour (kWh) per year based on a generation rate of 5,626.50 kWlilunitiyear for residential uses and 10:40 kWhlsquare feevyvar for church uses.'llie Revised Project includes the development of 42 single-family dwelling units on the Project site and a reduction is square footage of the church campus. Using the same generation rite provided in the Certified SIR, the Revised Project would result in an annual electricity demand of 236;313 kWh. The Certified SIR concluded that the Approved Project's electricity demand would be within the context of the overall electric demand within Southern California and the State, and would neither result in;a substantial increase in demands beyond available supply, nor require the expansion of power facilities. It is assumed that the Revised Prgject would incorlidrate Title 24/Catifomia Green Building Cpdc - re( juiru-ment to ensure that the Revised Project wbuld not result in inef iciew, wasicrul and/or unnecessary.consumptionof electricity: Compliance with Title 24/California Green Building Code requirements would reduce impacts to electricity to less than significant. Therefore, the 1':'inU160SL4ddmJ,un'AdJclxtumLU�1 uUYNi:17+. 2-61 75B-110 a MV I kONMTNTAL IMI'AOr %FP09T AD Oa NONM Ak]ISTko NC RANCIr YEvt52O Pk Otk CT SANTA ANA', CALIYOAHIA 86Y'raMMZK SOLI Rcvfsui Projeti would not result in nesv significant impacts beyond those identified in the Certified FIR. No new mitigation measuresare required, Natural Gas: The Certified EIR concluded that the Approved Project would connect to existing gas pipelines serving lhe-Projact site and that gas scrdicc could be adequately provided to the Project site based on existing supply. The Revised Project includes the development of42 single-familydwclling units on the Project site and a reduction is square footage of the church campus. Natural Gas supplies in California are not constrained and it is assumed that the Revised Projct would incorporate Title 24.!California Green Building Code requirement to ensure that the Rcyised Project would noi'resultin inetficient,:wasteful mmd!'or unneecssaryconsumption Of natural gas. Compliance with Title 24(CaliforniaGreen Building Code requirements would reduce impacts to natural gas to less than significant. The Revised Prcjaa would not result in new significant impacts beyond those identified in the Certified FiR: No new mitigation measures are required. Telephone. The Certified EiR cuncluded that Pacific Bell would be able to accommodate the ApprovW,Project's demand for telephone and interact scryjees and that the Approved Project would not adversely affect facilities or senticc. Consequently, the Certified EIR determined that telephone utilities would not exceed available capacity. The Revised Project includes the developriuent ot'42 single-family residential units and would be significantly smaller than the Approved Project. The Project site islocated in an area currently served by all utilities-, it assumed that a major.telephone carrier would be able to provide telephone service to the residential units and to continue to provide telephone service to the church campus. Therefore, impacts related to telephone service would be less. than significant. The Revised Project,would not result in new significant impacts beyond those identified in the Certified EIR: No new fiiitigation nfeastu6s are required; Libraries. 11ie City is served by the City's Public Library System. The closest library within the Santa tltia Public Librate System, to the Project site is the Newhope Library located at 26 Civic Center Plaza. The Newfiopc Library currently includes a, computer lab available to adults and high school students, a youth computer center, a space for teens; and book materials. As discussed above, development of the Revised Prt?jectwould result in an increase of an estimated 185 new residents. Although implementation ofthe Revised Project would causeun incremental increase in demand for library facilities; this increase would be minimal, and impacts to library facilities would be less than significant. No mitigation would be required, Therefore, the Revised Project would not result in new significant impacts beyond those identified in the Certified-EIR. No new mitigation measures are required. l41idgation Measures: Based on the analysis and information above, Mitigation Measures PS -1 and PS -2 included in the Certified EIR for the Approved Project would be applicable to the Revised Project. However, these measures have been revised as follows to reflect current requirements. 'These changes tiro shown in underline below. I'.'•51101!+�ib1J3c;u:mnti;\dJt'M{���n.dock 109A5i 1?n 75B-111 2-62 i NYICONUENTAL IMPACT AMPUCT ADDRNNIIH AAS(S'FNUNC RAN Cll SL'�[eCD PAOrECT SEPTEMBER III,SANTA ANA,-CALIFOANIA PS -1 The Applicant shall pay the statutory school fees in affect at the time of issuance of building permits to the appropriate school district. The Santa Ana School District unposcs fees of- 3.43 per square foot of residential development and --$0.5 ilei square root of coinmerciallinilustiial developmcul in 2017. PS -2 The proposed project shall meet the CiCy's parkland goal by a combination of providing 0.33 -acres of onshc private parkland and/or paymentof parkland fees. Findings Related to Public Services; No New Significant Effects Reryuirinm, Major Certified EIR:Revisions, Based on the foregoing analysis and; information, there is no evidence that project modifications require a major change to the Certified EIR. The project changes will not result in new significant environmental impacts related to -Publie Services, and there is no substantial increase in the severity orimpacls dcseribcttl'in the Certified E1R, No Subsnintial.Change in Circumstances Requiring i<'fajor.Certified EiR Revisions. There is no information in the record or otherwise available that indicates,that there are substantial changes in circumstances pertaining to Public Services that would•require nui.1or, changes to the Certified LiR. No New Information Shoriing Greater Significant Effects.than the Certified EIR. This Ndderidum has analyzed ail available relevant information to determine whether there is new information that was not available at the time the EIR was adopted, whichwould indicate that a new signiReanteffect not reported in that document might occur. Based on the information and analyses above, there is no substantial new information indicating that there w-uld:be a new significant impact related to Public Services requiringmaio'r revisions' to the,Certificd EIR. No New Information Showing Ability to Reduce Sirnifrcant Effects in the Certified EIR. There are;noalternative's to the Projector additional mitigation measures that would substantially reduce one or more significant impacts pertairiing.to Public Services identified in'and considered by the Certified EIR. 1':ISFIUIGU3Wddenduni:Add7ldum:A+cr inNA5iJN 75B-112 2-63 ENVULOMMENTAL. IMYAOP fl£eoai AooeNUUM AUMSTRONa RAN011 RavissD mojewr 9£PTBMN£R 301, aAN'rA ANA. 4AL@OANIA 2.15 RECREATION ,Nei N. 3uNaiu as slgilacant More Saw Cli¢ua IN., Would Me pmjeCl'; Impact Impact Pmton Aual}xis ❑ ❑ M on of recreational facitifies which mightI El ElM d effect on the em�ironment7 Analysis of Project Changes: a). According t .lhe,.City's,GentkaLPlati Open Space, Parks, and Recreation [louent (1982), the City has approXimately 400, acres ofpulilie park and recreation facilities The, City maintains a ratio and has adopted a standard of approximately two acres of open space per 1,000'residents.. Tile addition oGapproximately 185 residents generated by the Revised Project could incrementally increase usage of City parks and recreational facilities. Using the City's atio of two acres per 1,0b0,resideuls, the 'additional,residentsavould. re quire'047 acres of parkland, which is .09.percent of existing'pink area intheCity. In addition,. Chapter 34, Article 8 of the City'SM I unicipal Code war adopted to implement the provisions ofthe Wtuby Act (State of California Planning and Zoning Law, Se 66477), Which allows the legislative body of a city to'iequiFethe dedication of land far park facilities and'or the paymenl•ofin lieu fees for park'and recreational purposes as a condition to;tlie approval forda find tract inap or parcel map for certain. subdivisions. The Revised Prcjectwould-be subject to the,dedication of landfoe.park.facilities and/or the payment of in -lieu fees for park and recreational purposes. The Santa Ana Municipal Code Section34-264, Requirements, states that the subdivider may -he requiredto dedicate land for park'and recreational purposes at the time of approval :of a final subdivision map. As previously described in--Seclion 2.13, Public Services, thi Canified MR concluded that the Approved Project would resph iti.less than sig+nifieant impacts with respect to, park facilities through the provision of onsite private space and the payment of park dedication fees. The Revised Proiect would be subject to the same park requirements:as the Approved. Project, which would ensure.lhal the Revised • Project would not inerease.the use of existing neighborhood and regional parks orother recreation facilities such that substantial deterioration of the facilities would occur or he accelerated. The Revised Project would not result in new significant impacts beyond those identified in the Certified FiR. No new initigation is required. by The Remised Project would not include any recreational facilities that would be`open to the, general public. Therefore, the propoccd Project does not includerecreational facilities float would have.an adverse effect on thcanvironinent. The increase in population associated with the proposed 42.unil Project would tic 185 residents. Based on'theCity's parkland requirement of two acres per 1;000 residents, the Revised Project would increase the demand for parkland in the City by 0.37 acre. As previously mentioned, the applicant is required by the City to,pay in -lieu park fees thta vould serve to reduce impacts related to recreational facilities to a less than significant level.The Revised Project would not result in new significant impacts beyond those- identift in lhe.Ccrtificd IUR. No new mitignticn is required. Mi(igaliun Measures: P:ISIa1604',AddendumiAddenrmn.Jxc ,.09:U5117,, 75B-113 2-64 ZVVIRON%CNTAL IMPACT REPORT ADDENDUM ARISE VRONO IIANUH k6VISCD PROJECT SYPTENEE¢llly - - -BAN'1'A,ANA, CALICONNiA1 NO mitigation is required, Findings Related .to Recreation: No New Significant Effects Requiring Major Certified EIR Revisions. Basest on the foregoing analysis and information, -there is no evidence that project modificationsrequirea'maliorchange 'to the Certified EIR The project changes will not result in new sigmilicant environmental_ impacts related to Reurcation, and there is no substantial increase in the scvcrily of impacts described in the Certified EIR No Substantial Change in Circumstances Requiring Major Certified EiR Revisions. Thom is no information in the record or otherwise available that indicates that there are substantial changes in circumstances pertaining to Recreation that would require major changes to the Certified EIR. Nn New Tnformation Showing Greater Significant Effects than the Certified EIR. This Addendum has analyzed all available relevant inPormation to detentiine whethca there is new information that was not available at thetime the ETR was adopted, which would indicate thata new sigiiificaht efi'cet nc tmooeted in that doctiment might occur. Based on the.infdrniatiori and analyses above, there is no substantial new information indicating that there t¢ould be a new signitioantriinpact related to Recreation requiring.major revisions to the Certified EIR:- No New Information Showing ability to Reduce Significant Effects in the Certified EIR. '1Tiere -are'no alternafives to the Project or additional mitigation measures that would substantially reduce one or more significant impacts pettainiiig to Recreation identified iii and ccnsidered.by the Certified EIR. K-StI JI6UY.Addendum:A:IdLrdum.dccx,-09.'ODI 7e 75B-114 2-65 RNVIRONMliNTAL IML'AUT REYOR'r AUU[NUUM -ARMSTRONG RANCH. REYLirO PROJECT' irPTUMGER ally - SANTA -ANAL CALIPORNrA 2.16 TRANSPFIRTATiONTR'AFFIC Nn Ah"L MS.WA.anl i'Vi d lfre profeCr: \iAM&.0 Impac[ Severe Impact Ct6NEe faun IYeAoni Aaalyaii (�) Cause an lacrease in traffic which is substantial in relationto' the existing'trratlic load mid capacity of'tilLstrect sysicm (Le„ result in a substantial increase in either the number of vehicle ❑ ❑ trips, the volume to capacity ration cin roads; or congestion at intersections)? (b) Exceed, either individuallyorcul ukdivcly, a level of service standard established by the county congestion management ❑ ❑ apency for designated roads or highways? (c) Result in a changz in air traffic-patternsJucluding either as increase in traffic levels or a change: in location that results in ❑ ❑ substantial safety risks? (d) Substantially increase hazards due to -a design feature (e. g,,. sharp cun�es or dangerous intcrscetions) or. ine'ompatible uses` ❑ ❑ (e. =:,.farm a ui nuent)': e) Result in inadequate emergency access? ❑ ❑ M (1) Result ininadequate parkingcapacity? ❑ ❑ M (g) Conflict with adopted policies` supporting alternative ❑ ®' transportation (e.., bus turnouts, bicycle racks)? Analysis of Project Changes: a) Vehicle trips (list would be gbhcratcd fin a daily basis thrd [shout construction would derive from construction workers and delivery of construction materialS:4\dditional vehicle trips generated during construction could increase congestion on local strects-l-lowever, the majority, of construction workers are anticipated'to arrive and depart outside the peak traffic hours, while delivery trucks would arrive and depart throughout the day. Construction would be required to comply with Mitigation Measure TR -I from the Cerlifted FIR, which requires development and implementation of a Construction Traffic Management Plan (CTMP) to identify truck: routes, situ access, truck queuing locations, undboustruction times to minimize traffic impacts, particularly during peak hours. Witli:impledtetitalion of a CTMPI construction [raffle impacts would be reduced to less than significant. The Certified LIR also conbludcd that with,impleruentation of Mitigation Measure TR -1, construction traffic impacts would be reduced to less than significant. The Revised Project reduces the size orthe Church, Parish Center, Parish Ilall,,and meeting rooms within the project area compared to the project analyzed in the Armstrong Ranch Development Project Environmental Impact Report (1 -HP Associates, lune 2002) and adds 42 single family dwelling units. As'shown in the trip generation comparison prbvided in Appendix 13 the proposed project is anticipated to result in fewer added trips to the circulation system than previously analyzed. Specifically, the project would produce 278 fewer trips on a typical weekday, 75 fewer trips daring the a.m. peak hour, 42 fewer trips.during'the puff. peak hour; and 231 fewer trips during the peak hour of trip generation on a Sunday. The Armstrong Ranch DevelopntenrProject EIR identified significant traffic impacts resulting from the proposed project's contribution of traffic in the Existing (2001), Future Year (2007), and Horizon Year (2025) conditions and presented mitigation measures for those impacts. A'review I':1511016Ua1;\JJenJum'vldJem7um:J«s Uv1U5?I7 75B-115 2-66' ENVIRONMENTAL 19rAOT REPORT ADDENDUM AMMSTNONO RANCH REVISED PROJECT SEPTEYSER 9017 SANTA ANA. CALIEOCNIA of p'rev'iously proposed intersection improvements shows that.all iutersectioti.iniproyemeius recommended for the Future Year (2111)7) conditions have been implemented by 201.6 except it the intersection of Bristol Street/Segerstrom Avenue. The Arnistrong Ranch Developihent Project EIR had anticipated that this intersectionwould operate at an unsatisfactory level of service in the without project condition due to anticipated cumulative projects. A Traffic Impact' Analysis (LSA, 20 17) was prepared analyzing the Revised Project in the existing (2,017) apd,opening year (2019) conditions. The Traffic Impact Analysis concluded that the additiona142.residential 'units proposed as.part of the Revised Project would notsigniticantly impact the nearby circulation system. All stud} area intersections would eontinue to operate at a satisftictorys Level of Service inboth-the a.m. and p.m, peak hours with the additioiial project - related trdffic. `1776 access driveway to the additional residences would also not interfere with the arterial street system. Therefore, operational traffic impacts would be less than significant. Therefore, the Revised Project would not result in new signiheant impacts beyond those identified in the Certified EIR: No neve mitigation measures would be required. b) The Armstrong;Ranch Development Project EIA reported that the trips generation, for the -project was lower than the threshold for analysis according to the Orange, Count} Congestion Managenfebt P6grarn guidelines. The p'roject's effect wits therefore dclermined to bvIcss than significant. As reported above, the Revised Project would generale rewer trips within the project area than the uses included in the Armstrong Ranch Development Project EiR. Because the project would produce fewer trips, the trip generation would still be lower than the threshold for analysis according to the Orange County Congestion Management Program guidelines and the impact would continue to be less than; significant, Therefore, the Revised Project would not result in new significant impacts beyond those identified in the Certified EIR. No new nritigation measures would be required, c) The Revised Project is located in the same project area and does not increase building height cotnpared to the project analyzed in the Armstrong Ranch Development Project 81R. Therefore the Revised Project is not expected to change the previous conclusion that there would be no impact to air triflic patterns resulting in substnntinl safety risks.'llterefore, the Revised -Project would not resuh in new_signific tut impacts beyond those identiFed in the Certified'EIR. No new mitigation measures would be required. d) Similar to the previously analyzed project, the Revised Project proposes standard design features includm,;'an ttoccss driveway from the Jaguar Way cul-de-sac, utilization of theexistingsouth leg or the Jaguar Way/Alton Avenue intersection, and a riglit-iniright-out driveway on Alton Avenue. internal to the project, an existing non-standard intersection between the parish parking lot and YNTCA parking lot would be replaced with a more standard,roundabout resulting, in reduced vehicle conflicts. Thu use of standard features would result in a less thansitmdficant increase in hazards due to design features. Therefore, the Revised Project would not result in new significant impacts' beyond those identified in the Certified EIR. No new mitigation measures would be required c) The Revised Project proposes an access driveway from the Jagintit Way cul-de-sac, utilization of the existing south lug of the Jaguar Way/Alton Avenue intersection, and it right-iii/right-out driveway on Alton Avenue, which should provide adequate emergency access and would provide P;1511C11bM1Addendum'•ilddemlum.dacx<J)W i;lbl 75B-116 2-G7 EVVIRCHMENTAC"IMPACT REPORT ADnENLUM ARUSTRONO RANCH BEVISCN PROJECT BEPTEMRER-4019 SANTA ANA,:' CALIFORNIA ate, saint major access locations as amilyzed in the Armstrong Ranch Development Project EIR. Therefore; the Revised Projcct would not result in -new significant impacts beyond those' identified in the Certified FiR, No new mitigation measures would be required. f} The Revised Project would be provide parking consistent with the requirements of Santa Ana Municipal Code Section 41-1320 and 41-1411 whiclrrequ'ire 4 parking spaces per dwelling unit (up to 5 bedrooms) and 1 space for every three fixed seats !within the church and meeting halls. Conforming tR,tltc.Santa Ana Municipal Code parking requirements would result in a less than significant impact. Therefore; the `Rovised Project would not result in new significant impacts beyond thoseidentified.in the Cerlificd FIR. No riw mitiga tion measures would. a required. g) The Armstrong Ranch Development,Projcet EIR determined that no significant impacts were identified on alterative transportation systems butrecommended a mitigation measure to encourage use of the bikeway system. Mitigation Measure TR -16 stated that bike racks and•Ior bike lockers woula be included on the church parcel near the proposed hall or meeting building. No residual significant, impacts would remain following'imptemenlation of the mitigation measure. The Revised Project will place bicycle racks and/or bicycle lockers on the church parcel near the proposed ball or meeting building and would 16e 1166& also haSe a less than significant impact. Therefore, the Revised Project woulduot result in ncwsi niificant impacts beyond those identified in the Certified EIR. No new mitigation measures would be required. Mitigation Measures; Based on the analysis and infonimtion.above, Mitigation Measures TR -laird TR -l6 included in the Certified EIR.for�thc Approved Project would be applicable to the Revised Project. TR4 F Construction Traffic Mamlg=cntPlan (Cl i1vll') shall be developed for construction activities associated with the residential and church components of the project. The plan shall identify but shall not be limited to: truck routes (consistent with City truck routes), site access, truck queuing locations, and construction titres. TR -16 Bike racks,andW hike lockers shall be includUi on the church parcel, smear'the proposed Ball or meeting building. findings Related:to Transportation4raflic: No New Significant Lffects Requiring Major Certified EIR Revisions. Based on the foregoing analysis and information, there is, no evidence that project modifications require a major change to the Certified HIR. The project changes will not result in new significant environmental impacts related to Transportations Traffic, and there is no substantial increase in the severity of impacts described in the Certified EIR. No Substantial Change in Circmnstauces Requiring i iajor Certified FIR Revisions. There is no information in time record or otherwise available that indicates (hal there arc substantial changes in P:' M101GNtgytcnaum'.+\ddcrdi+rtl.ilocv 49MVI 7. 75B-117 2-65 BNVIQONXDIfr AL IUr4CT. REi6A7 AD DENDVNAQN ST,R ONG RAN411 R$V[sto 1'%o]ECT 9YPrQXeEQ rrll SANTA'ANA. 'UAUEGRN[A circumstances pertaining to Transportation/Traffic that would require major changes tolhe.C.ertified EIR. No Nein Information Showing CrcaterSignificant Fffects than the Certified FIR. Thio Addendum has ,anafyied'all'available relevant information to determine whether ihere is new information that was not available at the time the EIR was adopted, which would indicate that a new sipilicant effect not reported in that document might occur. -Rased on the in ronuation and analyses above, there is no substantial new information indicating' that, there would be a new signiftcantimpact related to Transportation/Trattic requiring major revisions to the Certified EIR. No New Information. Slipwing Ability,to Reduce SignificantEffects in the Certified RIR. There arc no alternative's to'the.Project or udditioi al mitigation measures that would substantially reduce one or more sigtiificant impacts pertaining to TransportationiTraffic identified in and.considcred by the Certified EIR: P3SlIOIf+H'_•NddcndumAddendum.doex (&9A)i17w 75B-118 2-69 INV]RONMENTAL IMPACT REPORTADDENDUMARMSTRONG RANCH?IVI360 PROJECT SCPTEM IR IBI? SANTA ANA; CAL[PORN(A 2.17 UTILITIES/SERVICE SYSTEMS Nm silb0oatild signi$nnt %to, soem Chunge room Would the prgj'eCC. Impact IMPAd Prtrluus Anulrsb (a) I:xceedwastewtuertreatuteulrewdrements,oftheapplicable ❑ ❑ 22 Rceinnal WaterOOuality Control Board? (b) RLgluire or result in the construction of new water or wastewater treatment facilities or expansion orexisting facilities, the ❑ ❑ cnnstraction of which could cause significant environmental cilbcts? (c) Require or result in tbcconstrucliOn of ncty storm gwatcrdrainage facilitiescN•expausionofexistingfnciliries,-the'consuuctionof ❑ ❑ whichcould cause significant cnvirrinmcntal effects? (d) I lave sulliciont writer supplies available Iq serve tac project from existing entitlentono and resources, or are -new. or expanded ❑ 7 cntitleurents needed? (e) Result in a determination by the waslewnercrealmcnt provider which serves or may serve cite project chat it has adequate capacity ❑ ❑ toserve thepioject's projected deal 'and in'additi on to the provider's exisling erinu6iunentV (f) Be served by,a landfill Nithsufficient permitted capacitytn ❑ ❑ ❑ nccummotlatc[hc ro'ixt's srolid wastcdis os, ncedi? (g) Comply with federal, state, and local statute.., and regulations ❑ ❑ related to solid wastes_ Analysis of Projeel Changes: a) The Revised Project is not it wastewater treatment facility`and'is not subject to the ixustcwatcr treatment 'requireaients of the Santa Ana Regional Nater Quality Control Board (RWQCB). Local governments and water districts are responsible for complying with federal regulations; both for wastewater plant operation and the collection systems (e:g,, sanitary sewers) that convey wastewater to cite wastewater treatment facility. Proper operation and maintenance is critical for sewage collection and treatment because impacts from these processes can degrade water resources and affect hunran health. For these reasons, publicly owned treatment -works (POTWs) receive Waste Discharge Requireinents.(WDRs) to ensure that such wastewater facilities operate in with the water quality regulations set forth by the State. WDRs; issued by the State, establish effluent limits on the kinds and quantities of pollutants that POTWs can discharge.'Hese permits also contain pollutant monitoring, record-keeping, and reporting requirements. Each L'O'PW that intends to discharge into the nation's waters must obtain a WDR prior to initiating its discharge. implementation of the Revised Project itivoh'es the constriction of 42 single-fsmily.residential units. As discussed in Response 2.1 bill, the'Project site is in the sewer service area of the Orange County Sanitation District's {UCSD) Reclamation Plant No:1 in Fountain Valley. This facility is responsible for disposal of treated iyastewater. Because Reclamation Plant No.l is considered a POT W, operational discharge flows treated at this plant would be required to comply with applicable WDRs issued by the Santa Ana RWQCB. P:%s HU1G:k1+RdicRSum'alddcndum.dacs OWOSM 7n 75B-119 2-70 ENY[EONMEPTAL IMPAO'r E?POET ADDENDUM .'AFMBTSONC.YANCN' 2EYI3ED.PnOJECT BEPTCMDEE9dV SpNTAANA. ,CA61BOgyIA Compliance }volt conditions orpermlt requirements estahlishcdbythe City, as"well as WD outlmed by the Santa;Ana RWQCB, }t ould ensure that wastewaterdischarges from the Project. sitz and treated by the wastewater'treaftnent facility system would not ciceed applicable Santa Ana R1VQC'.B waster;datertrea[mzutrIe Wrehfents. In addition, using the'samegeneratioii rate. provrdetl iii the Certified EIR (1,488 gallons:perday' [gpd].pei acre for restdential uses);"the residential uses for the Revised Projectare anticipated to generate as additional 4,613 gallons of. wastewater perday (gpd).wWell would be 0.005 percentor the remaining the treatment capacity - of the OCSD Reclamation Plant No. l S1 The Revised Project would reduce die size of the church campus which would reduce wastewater generated from this use: Therefore; the increased was(ewater. flows from the Revised Project.can be.accommodated within the:existillg,design. c.ipacity of Reclamation Plant No. I and would not result iii Reclamation PlanfNo.I exceeding its wastewatertieatment r'eguiremeiits: Additionally, wastewater generated from the Revised Project would be typical of w•astetvater flows:in the City and of existing floti s from-tlte Projeot site. Comparatively, the Certified EIR determined that the Approved Project would result in the generation of 41;2$8, gallons of }wastewater per day; which would be within the treatment capacity :of the OCS Iteclamation'P1ant No. 1. Therefore, the Revised Project would not result in new significant impacts beyond diose Edeutifred in the Certified EIR, No new mitigation Es required. b) Water. The 'City's main sources of water -supply arewater from the O611pCountp writer Distriet (QCWD) andtheMetropolitan Water District of Southe i California (M MD) prtiridcd by the Municipal. Water District of Orangc County: According to the Certified EIR, the Ciiy.relies on 75 percentavater,from the OCNID and 25 pt7cent of water from M%VD. According to the City's. Draft 2015 lrban'Water Management Plan (UWNiP), it is projected that by 2040, , groundwater supply lrcnnalic OGWDavould account for approximately70;perccnt of the City's total water demand. Imported -water from the MWD and,recycled water would account.far the 29 percent and 0:7 percent,•respectively, of the,City`s water demand. Accordine to the Draft2,015 UWMP, the City's wbier supplies. are, projected to,ineet Rill senvice demands:dtiougli the year 2040. The Certified EIR determined that the Approved Project's,water.detnand would be similar in quantity lo.the Approved Project'"s wastewater demand. The Certified EIR also noted4hat the Approved 1'rojectwould not result ill increased demands oil-watersupplybeyond that already projected. The Certified EIR determined that existing water mains could serve tlteApproved Project. The Ravtsed Project o ould doe elop the site with 42 single-family residential units, which would equate to u projected water demand of approximately 10,574 gpd (I I O.percent of the wastewater generation rate). The Revised Project would reduce the size of the.church camps.which would redtice,water detna.nd of this use. According to the Draft 2015 U W MII, water demand prlijections are developed based on available data as well as land use, population and. economic, growth: The.Revised Project would be consistent with the General Plan land use. designation of Low Density Resider tittl and is within SCAG's growth projections,'llterefore; the. Reclamation Plant No. I has.aciesign capacity of 320 mgd, with a daily flow of 130 ntgd'and a remaining treatment capacity, of 190 mgd. Plcasc note that`an error in calculatioirs in Table 3.l 1-1 of the.0e66fied EiR determined Kiat using I generation of 1,488 gpd per acre multiplied by 23.81 aerrs_would grialc to 1,512. Consequently, the total. wastewater dcmaud for the Apprm�ed Project was reported to be 7;371- gpd, "rather than X11,288 g64. PASHO 16a4%Addcndum Addend"Wmx ee9.05.!17,� 75B-120 2-71 ENVIROVUENTAL IUP40T REPORT.AOPRNOVM lARM1rEONO AANC1r: REV15E0 PROJECT ERP,TEYEER. 2e17 EANTA.ANA, CALIFORNIA increase in water demand h'ad been accounted for in the UNVMP demand projections...As such; the Rei iced Project would not necessitate new or,expanded water entitlements and the.City wonld be able to acconnnodatclhe increased demand for potable water and impacts related ,to water demand would he less 'than significam, The Revised Project Would notresult in new significant. impacts beyond those,idcntifiM in the Certified' EIR. No new.midgation is required. Wastewater. -T le Project site, is located within the jurisdiction of the OCSD. OCSD is responsible for the collection, treatment,aod disposal of domestic, commercial, and industrial wastewater generated by'ovcr 2.5 million people hvingand working iti the central:and northwestern County of (hangc..00SD facilities would receiv4wastewater generated froin'the: Revised Project Wastc\vatcr from,the Revised Project vronld be treated at (5CSD'sReclamatioii PlantNo. 1' liTountain Valley, Through this"facility,-OCSD successfiilly collects, conveys, Arid treats wastewater generated daily in its servicu ;area before discluirging.lhe treated water into the Pacitic.Ocean. Average.flows.for Re lamation Plant No; 1 are 130 million gallonsperday.(mgd) with a total design capacity-of320 mgd.1 The Revised Project includes the installation of a now sanitary sewerlini) that Would connect to an`er'isthig 9 -inch sairitary sewer line in;TvlacAtlhur Roulevard: The Ro iscd Project Is anticipated to result -mi a wasteviater demand of 9,61ipd from the residential uses and a reduction°in wastewater demand for'the chuech campus. The additional wastewater generated froth the additional 42 -.residential homes would be 0:005 percent of the retraining the treatment of the OCSD Reclamation Plant No; I.-Tlierefore, the increased wastewater flows from the Revised Project can be -.accommodated within the existing design capacity of Reclamation Plant -No. 1. The reforc,.the Revised Project's \bastewitter demand would be accommodated by the available' daily treatment capacity at Reclamation Plant No. 1, Reclamation Plant No, l is in compliance with the Santa Ana'Rcgional %Valetunlity Control Boards (RIVQCB's) wastewater tretitinent requtremetiis. ThcRcvised project would iiot require, nor would it result in, the construction of new wastewater lreatttjcni or collet:tion facili(ies or expinsion of;existing facilities The Certified Elli de-termitied that the Approved Prgiect's:wastewater demand would be within ` -the available. treatment capacity of the wastewater system. Therefore, the.Revised Project would notresultin new signifieant4rapaets beyond those -identified in theCcrlified EIR. No new mitigation is required. c) Refer to Response ;2, I$.d. As diseagscd.furdier in Scction'2.5, Hydrology and WatcrQuitlity, the Revised Project wCluld increase impervioivg surfaces 'areas on'lhe Project site, which would increase the volunie,of stormwatcr runoffgcnc rated from the project site. In voltmie and peak flow'o'f runoff from the site has Ilie potential to exceed the capacity of dew istream storm drain systems. Coiisequetttly,-the Revised Project would.be required to comply with the County Municipal Separate IStorm Sewer System (MS4) Permiiandhydromodification requirements, which require that post -construction runoff be reduced to a less than or equal to existing conditions. The Revised Project would also comply with Mitigation Measures HYD -1 through. HYD -3 df the Certified EIR, wliich,require,drainagc improvements to address increases in stormcvatei• runoff. opipliance with MS;t pennit and preparation of the DAMP and WQMP would reduce the Revised Project's impacts related to stnimdrain capacity lu 'i Ii S's than Orange County Sanitation DisfricL Fa(;is.and Ke)' Statiltics. hnPSCliwww.oCSd.eoM.41011le '.h w•Document?idaI0430'(accessed.September3,2017). -HS11n1 GM1AdtrixlwnSAdduulmn,tloux 409+05',17. 75B-121 2-72 2NYIRONYENTAL IUPAOT REPORT ADDENDUM ARMSTAOHO RAN 011 RBVUEU PROJECT,'fl P.PTP.MFER 8619 SAHTAAHA. CALIFORNIA significant Ievcl. TheCcniDed FIR also concluded that the Approved Project would have a less than'sigitifl ant impael relatcd to the: apacity of downstream 8loimdr3ins with implementation of Mitigation Measures HYi)-1 through HYD -3. The Revised Proiect would not result in new significant impacis beyond those id(nti tied in the Certificd FIR. No new mitigation is required. d) Refer to Response 2.16(b). The relatively moderate increase in water use from implementation of dne Revised Project, as compared to the Approved Proj"t„would not necessitate new or expanded water entitlements, and the City would be able to accommodate the increascxi demand for potable water. Therefore, incremental water demand incrca,§cs from the Revised Project would be within existing and projected water supplies and would not require new or expanded entitlements. The Revised Project would not result in h6 msigniificantimpacts beyond those identified in the -Certified FIR. No new mitigation is required. c) Refer to Response 2.16(6): Although the Revised Project would increase wastewater demand on site, the increased wastewater flows from the Revised Project would be within the design capacity of the Reclamation Plant No. 1. Therefore, the wastewater treatment provider would have adequate capacity to'serve the Revised Project's Projected demand in addition to the provider's existing commitments. The Revised Project would not result in new significant impacts beyond those identified In the Certified EiR. No new mitigation is required. t} Solid waste generated in the Project area is collected by WasteManagement acid is taken to the Sunset Environmental Transfer Station, located in hTine. From the transfer station, waste is taken to the Frank R. Bowerman Landfill in Irvine."Chis landfill is•pennitted asti Class III hindfill, and as such, can accept all types of inonhazardow municipal solid waste for disposal. The Bowerman Landfill is permitted to accept 8,500,tous of waste per day and has projected capacity until the ycarl(153.1 Following its closure in 2053, it is anticipated that solid waste from thesite would be disposed of,at the Prima Deshceha LandGll,in San Juan Capistrano, which is permitted to accept 4,000 tons per day of waste and has an anticipated closure daieof2067 2 According the California integrated Waste Xfanagenient Board (CiWNIB); a standard generation rate of i ton per person per year can be used to estimate a project's solid waste generation. Thcrefcre, the addition of 185 persons under the Revised Project would result in asolid waste.gencralion of 185 tons per year, or 0.51 tons per day, which is 0.006 percent and 0.01 percent ordi8 available daily capacity of the Bowerman Landfill and Prima peshecha Landf Il, respectively. The Revisal Project would reduce the size o f the church campus which would reduce -solid waste generated from this use. Using the satne.standard, the Certified FIR concluded that the Apprived Project would result in a solid waste generation of 710 tons per year, or 1.9 tons per day. The Certified EIR also concluded that the Approved Project's increase in "solid waste would be within the County landfill capacity. The Revised Project would also be required to comply with the City recycling program for residential uses to further reduce the Project's solid waste demand. Similar to the Approved Project, the Revised Project would he served by a landfill with sufficient permitted capacity to accommodate its solid waste disposal needs. Therefore, the Revised Project would result in a less than significant impact to Solid waste and landfill facilities, and 1 Orange County Waste and Recycling, Frank R. Bosbennan Landfill, lato:!iwww.oclaudflls.cola.+laadfiilliaciiveibowerman(acee'ssed`September 1, 2017). Orange County Waste and Recycling, Prima Dcshecha Landfill, http:lleclandn"IIs.coni']andfill/aeliveiclesheeaa (accessed September 1, 2017), P98t101 KMAdiERdnm4Addemtnui.llxs .,D9.11511 A 2-73 75B-122 ENVIRONMENTAL IMPACT REPORT ADDENDUM ARMTfRONO.RANCII RSVISED PROJICT RIPTRMSER.S911 SANTA ANA. • CALIFORNIA no ntitigation0s'required. The Revised Project would.not result in new significagt.impacfs lieyond those identified in the Certified EIR. No new mitigation is required. g) 'llie California Integrated Waste Management Act (AB:939) vitanged the focus of solid waste management from landfill to diversion strategies (e.g., source reduction, recycling,.und composting). The purpose of the diversion strategics is to reduce dependence (in landfills for solid waste disposal. AB 939 established mandatory diversion goals of 25 percent by 1995 and 50 percent by 2000. The City provides curbside recycling for both residential and commercial uses, which counts toward the City's solid waste diversion rate. The;City also provides industrial customers with roll -off service for bins or specialized 'compactors each weak. The City also collects curbside residential green waste, which also counts toward the City's diversion -rate.' `llte Revised Project would comply with existing and future statutes and regulations, including waste diversion programs mandated by City, Stale, or federal law. In addition, as discussed above, the Revised Project would not wsull in an cuessive production ofsolid waste beyond that which was analyzed;under the Approved Project and would therefore not resulCin the exceedance of the capacity of the existing landfill serving the Pr0jcct site. Therefore, the Revised Project would not_result in an impact related to federal, State, and local statutes and rcgidatioas related to, solid wastes. The 2evised Project would not result in nett?significant impacts beyond those identified in the Certified EIR. No new mitigation is required., Mitigation Measures: No mitigation is required. Findings Related to Litiliiies/Service Systems: No New Significant Effects Requiring Major.Cerlified EiR Revisions, Based on the foregoing attalvsis and information, there is no evidence that project modifications require a mgior change to the Certified EIR; The project chmiges will not result in new significant environmental impacts related to Utilities!Service Syvstettrs, and there is tit) substanlial increase, in the severity of impacts d scribed in the Certified EIR. No Substantial Change in Circumstances Requiring Mafor Certified EiR Revisions. There is no information in the record or otherwise available that indicates that there are substantial changes in circumstances pertaining to Utilities/Service Systems that would require major changes to the Certified EIR. No New information Sho%Ong Greater Significant Effects than the Certified EIR, This Addendum has analvzed all available relevant information to determine whether there is new information that was not available at the time the EiR was adopted, which would indicate that n now significant effect not reported in that document might occur. Rased on the information and analyses Waste Man igemcnt, City oi'Santa Ana, htryrs:r, www.wm.coin9ocation. califo niaorange cutmty/santa- ana•'index jsp, (accessed September 3. 2017). P9SH01lpJ1r\ddvndmnJlddcnrhuna.x:x AW05111p 2-74 75B-123 ENV]RONMBUTAL IN FACT'RE_YOH"r AOOENDCM• iCPTEXDER 3011 above there is no sstailtialpewinfbtWatio related to UtilitiubestServicc Systems requiring No.Nuw lnforination-ShufringAbilityto 1t arc no alium ttivcs td ihe`Froject or addiEioi a ono'or more significant impacts pertaining to by the Gcrtifiied Elk. l' 1SHoMI4L\ddmduCMddund=.daEx .:.H.C15117. 75B-124 ARXB"IRONO. RANCIF REVISED PROJECT SANTA ANA;: CALIPORN1A iiripact Certified Elft. Tlt&e substantially i"educe ?_75 6aVIRODURHTAI. tUPAOT RRVORr A002 UOOaI M-rtlUNaR 101, 2.18 N'IANDATORY FINDINGS OF SIGNiFiCANCE AiY9T0.0NC ' SANTA ANA. CALIFORNIA NeR "o seh9tantiat slguIDeRo1 More Severe Qrage from Imp9tl [.OR" i4evums Amly9k ,(a) Does,the project. have [lie potential to ftgrane ale quauly Ofple , environment, substantially reduce the habitat of a tisk or wildlifb species, cause fish or wildlife population to drop below sclf- sustamtnglevels.lhreawntoeliminate aplant or.aninlal ❑ ❑ ®. community; reduce the number or resn'ict the range of a rare or endangered plant or animal or eliminate important ccamplcs of the major pericKIs of California history orprehistory? (b) Does the project have impacts that are individually limited,hut cumulatively considctabl;:7 ("Cumulatively considerable' means that the increa euutl effects ot'a projcat are considulatilO Wilctl ❑ ❑ viewed in -connection with the effects of past projects, the effect_c'of other Current roiects, and the effects of probable future;projects?) (c) Does the project have environmental e0fcc s.which will cause substantial adverse efTects on human beings, efdlerdirectly or ❑ ❑ Analysts of Project Changes a) The Project site is partially developed and is located in.an urban area.,No portion'o£ the Project site or the immediately surrounding, area contains .1n open body of water that serves as natural habitat in:'Whicli fish could exist. Asdiscussed in Section 2.4, the California Department or Fish and Wildlife's (CDFW) California Natural Diversity Data Base (CNDDR) Rareflncl5.0 (2016) program was queried for records;and"information of potentially occurring special -status Species documented ,irithin a three -mile -radius of the project,sitc. The records search did not identify any recorded occurrences or federal or state species within a three-mile radius of file Project site. However, the records search did identify Occurrences of California rare plants rank`I B species within a three-mile radius of the Projcct site (s luthern tarplant, Coultcr's goldfields, mud nama, and San Bernardino aster). Although those species are unlikely to occur on the Project site, the potential to occur,on the Project site cannot be ruled out because these plants occur in disrobed habitats, in addition, the Certified FiR identified tilepotctl6al for burrowing owls to occur on the Project site. Finally, the Certified F.IR identified the potential for raptors to utilize "the Project site as foraging habitat. The Revised Project would comply with Mitigation Measure B10=1 in the Certified EIR, which requires preconstructlotl surveys for burrowing owls. In addition, a biological study, including a site survey, would he conducted for the Revised Project to identify any species with the potential to occur on the Project site. it is anticipated that any impacts to candidate, sensitive, or special status'spcctLs would be mitigated to a less than significant level. As.discussed in Section 2,5, according to_lhc City of Santa.Ana General Plan, Land Use Element (1993), the Project site is not located in an area of known archeological sensitivity. However, because the general area was once settled by.Native American groups, there remains the probability that areheological materials may be present below the surface. Therefore, unknown archeological 'resources could be exposed during grading and site preparation. llie Revised Project would he required to comply with Mitigation Measure CR -1 from die Certified E1R. As specified in Mitigation Measure CR. 1, if archeological resources are discovered at any time 1':LSf to I b)afAadtmLnnlAddnRlumgl.s oau;115i ria 75B-125 2-76 ENVIRONMENTAL IMPACT AEPOR'r AYRY.NDGM ARMSTROND RANO"DiVISEU PROFE CT SEPTEMbRR 111) SANTA ANA, CALIFORNIA during construction actMtiis, those activities would be halted in the vicinity of the find until it can be assessed for significance bya qualified archaeologist. Implementation of Mitigation Measure CR 1 would reduce any potential impacts to previously undiscovered archaeological resources 16 a less than significant level. Likewise, according to the County of GraingeGeneral Plan, Resource Element (2015), the Project'site is not located in'a,general area of paleontological sensitivity. The Project Site was historically used for agriculture. Previous tilling of true site for agriculture would have resulted imground disturbance of up to no more than 2 feet in depth. According to the Certified EIR, if excavation on the Project site exceeds 5 feel in depth, the potential exists for fossil remains tote encountered at previously unrecorded fossil sites. The Revised Project would be required to comply with Mitigation Measures CR -2 through CR --11 from the Certified EIR. These measures comprise a paleontological. monitoring program in compliance with the Society of Vertebrate Paleontology standard measures for reducing potential impacts to paleontolo tical resources to a less than signific.mL level. Implementation of Mitigation Measures CR -2 through CR -1 I would reduce impacts to paleontological resources are to a less than significant level by ensuring the appropriate identification, Lrcaun6t,and curation of any paleontological resources that have the potential to yield substantial information about history or prehimoiy..Therefore, the Revised Project would not result in new significant iitipacts beyond those identified in the Certified EIR. No new mitigation is required. b) The Project site, is, partially developed and is located in an urban area. The Revised Project is a residential development that includes 42.single-family detached residential units and a reduced or smaller Church campus. `the Revised Project Nvould rely out and can be accommodated by the existing road system, public parks, public services, and utilities. The Revised Project would not result in or contribute to a significant biological or culntral impact alicr implementation of Mitigation measures, Based on the Project Description and the preceding responses; impacts related to the,Revised Project are less than sigmiPcant or can be reduced to less than significant levels with incorporation of mitigation measures, The Revised Project's contribution to any significantcunnilative impacts would be less than cunutlativcly considerable. Therefore, the Revised Pro1ecr vrould not result in neiv significant impacts beyond those identified in the Certified EIR. No new mitigation is required - c) The Project site is partially developed and is located in :m urban area. The Revised Project is it residmitial development that includes 42 single-ramily detached residential units and a reduced or smaller Church campus. The Revised Project would be consistent with existing City zoning and General Plan designations for the site. Based on. the Project Description and the preceding responses, development of the Revised Project would not'causc substantial adverse effects on human beings because all potentially significant impacts of the Revised Project can be mitigated to a less than significant level. Therefore, the Revised ProicuCwould noticsutt iii new significant impacts beyond those identified in the Certified EIR. No.new mitigation is required. Mitigation Measures: No mitigation is required beyond those speci fled in Section 2.1 through 2.8. Findings Related to I'vlandalory Finding's of Significance: P:iS}InIbU+UdJendmnblddcndmn.dttia �U97USi 17n 75B-126 2-77 YYIVIkOKUr NTAC IMPAUTRCPokr AOOFNDUN AR48TRO HO RANCH REVISm PROiLOT RANT.&' AN At'OALIYO R NIA SEPTEMBER 2117 1'd Nen SigiiiflcnittEffects Rcgniring Major Certified -FIR Revisions. Based on the foregoing notysis and inforritation;there is no evidencc ihatprolwL modifications require a major change to the Certified EIR. The project changes will.not result il' new sign iflcant,environmental impacts rzlatzd to Mandatory Findings of Significance, and there is no substantial increanc in the severity of impacts described in the'C&liRed EIR. No Substantial Change in Circumstances Requiring Major Certified EIR Revisions. There is no infortnation in the record or otherwise available that indicates that there are substantial changes in circumstances pertaining'tp Mandatory Findings of Significancethat would require major changes to the Certified ELR. No New Information Showing Greater Significant Effects than the Certified EIR. This Addendum ltas'analyzed all available relevant information to determine whether there; is new information that was not available at the time the E1R was.adopted, which \\ ould ihdic ity that a new significant effect nt'rcported in.that document might occur. Based on [he information and analyses above, there is n6s , uhitantial new information indicating thatthere would be a ne%v siomificant impact', 'Mated to Mandatory T indings of Sipificance requiring major revisions to the Certified EM No New Informu(ton Shorting Ability to Reduce Significant Effects in the Certified EIR.'I'here are, no alternatives to the Project or additional mitigation measures that would substaotially'reduce one or snore signi ficant:impacts pertaining to Mandatory Findings,of Significance identified in and considered by the Certified EIR.' P:'5111)t5ai\AddcnduiiilAddendum,ducx t,G9105:17n 75B-127 2.78 ENp1 f ON MF.MTAL IMJ- AU'r; CSPOR'r:All UNNO9M `AxMJTAONO RANCH RXVr9SO PaOJSOS SRPTEM6691I17 - - _SANTA 'ANA;'CALVOYNIA 3.0' DETERMINATION Bused on information and analyses in; this'' Alddendmnand pursuant to Section'15162 of the State CF,QA Guidelines; the City of Santa Ana has determined the following; It There are no substantial changes to the,Project that would requiramajor revisions of,the Certified EiR due lo'new signific mt environmental` effects or a substantial increase in severity' of inpacts identified in the Certified EIR. 2.; Substantial changes have not occurredinthe circumstances under.which the Project is' being undertaken that will require major_ revisions to.the Certified EIR. to disclose new significant impacts. 3.. There is no new, information of substantial ;importance"which was not known at the time the EIR. was certified, indicating any of the followmgf The Prgject,willhave;une,or mare newsign ficanteffects nofdisaiissed in the',Certified El[?; There are, hapacts determined to -he signrficam inahe Cettified`EIR-thatwould be: substantially;.more severe;, • There are,addiijonal mitigation measmres or. alternatives to the Project that would substantially reduce one or more sig 'ikcatit effects identified in the: Certified`EIR; and • ThcTc, arc ndditionul mitigation inea-Sures or alternativesrejectird b"y the Project proponentthat are corisicierably iiit%rent from those analyzed in the Certified EIR that would substantially reduce asignikant impact.ldctitifled in &certified EIR: Based on the information provided abo w;1I beyond those idc-TWFied in'lhe Certified EIR addressed above remain appIicalilelo.lhe Pi the Certified FIR; the proposed improVcmei Based upon the evidenco included in the ab Section 2.0 Would'not result in a substantial Certified EIR. 1'rojectwould not result in additional impacts a measures identified in the Certified Elland. e standards have changed since the approval of e required to comply with"current regulations. s, the,proposed improvements as described in the conclu`stohs and analysis included in the Although the Revised Project could have a significant effect on the environment, because all potentially significant effcets (a) have been analyzed adequately in the Certified HIR pursuant to applicable standards, and (h) have been avoided or mitigated pursutmtto mitigation in the Certified EIR, hicluding r visions or miligalion measures that are imposed upon the.proposed Project, nothing further beyond this,Addendum to the cerlified FIR is, required. P,ISt101 E:WLAddendumblddendum.ducx't1391Uz117n 75B-128 3-79 LS 9.11,17 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SPECIFIC DEVELOPMENT PLAN NO. 4, PERTAINING TO THE ARMSTRONG RANCH DEVELOPMENT, TO ALLOW TEMPORARY SALES OFFICES, MODIFY THE PARKING STANDARDS AND INCORPORATE DEVELOPMENT STANDARDS FOR A SMALL LOT SUBDIVISION (SD -4) (ZOA NO. 2017-02) FOR THE PROJECT AT 2001 W. MACARTHUR BOULEVARD THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana does hereby find, determine and declare as follows: A. Zoning Ordinance Amendment No. 2017-02 has been filed with the City of Santa Ana to amend the Specific Development Plan No. 4 (SD -4) to allow temporary sales offices, modify the parking standards and incorporate development standards for a small lot subdivision within SD -4 located at 2001 W. MacArthur Boulevard. B. The Planning Commission of the City of Santa Ana held a duly noticed public hearing on September 11, 2017, on Zoning Ordinance Amendment No. 2017-02 and recommended that the City Council adopt an ordinance approving Zoning Ordinance Amendment No. 2017-02. C. The addition of temporary sales offices on the SD -4 parcel will allow the use of temporary structures such as trailers as sales offices, thereby facilitating the sale of single-family residences within the SD - 4 project site. D. The modification of the parking standards within the SD -4 development will align the parking standards for single-family residences within this development with the parking standards for single-family residences throughout the city. E. The inclusion of small lot subdivision standards within the SD -4 district will encourage the development of more affordable single- family dwellings within the south central section of the city while remaining consistent with the general plan designation of Low Density Residential. F. This City Council, prior to taking action on this ordinance, held a duly noticed public hearing on October 3, 2017. Ordinance No. NS -XXX Page 1 of 6 75B-129 G. The City Council also adopts as findings all facts presented in the Request for Council Action dated October 3, 2017 accompanying this matter. H. For these reasons, and each of them, Zoning Ordinance Amendment No. 2017-02 is hereby found and determined to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. Section 2. The City Council has reviewed and considered the information contained in the Addendum to certified Environmental Impact Report (EIR) No. 2000-01 and the Mitigation Monitoring and Reporting Program prepared with respect to this project. The City Council has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Environmental Review No. 2016-143 meets all requirements of CEQA. Therefore, in accordance with CEQA Section 15164, the Addendum to the previously certified Armstrong Ranch project EIR and Mitigation Monitoring and Reporting Program is the appropriate document for the actions proposed. Section 3. Specific Development No. 4 (SD -4) is hereby amended as set forth in Exhibit A, attached hereto and incorporated as though fully set forth herein, Section 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 2017. Miguel A. Pulido Mayor Ordinance No. NS -XXX Page 2 of 6 75B-130 APPROVED AS TO FORM: Sonia R. Carvalho City Attorney 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 , 2017, 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 75B-131 Ordinance No. NS -XXX Page 3 of 6 Exhibit A Specific Development No. 4 (SD -4) Armstrong Ranch SECTION 1 —Applicability of Ordinance The Specific Development No. 4 Zoning District (SD -4), as authorized by Chapter 41, Division 26, Section 41-593 et seq., of the Santa Ana Municipal Code, is subject to the standards and regulations contained in this plan for the express purpose of establishing land use regulations and standards. All other applicable chapters, articles, and sections of the Santa Ana Municipal Code shall apply unless expressly waived or superseded by this ordinance. Use district regulations established in Chapter 41, Article III, of the Santa Ana Municipal Code for zoning districts other than the SD zoning district may be incorporated herein by reference. SECTION 2 — Purpose The Specific Development No. 4 Plan for the Armstrong Ranch site is hereby established for the express purpose of protecting the health, safety, and general welfare of the people of the City of Santa Ana by encouraging the use of innovative planning concepts and principles for the planned residential development of a series of separate but related land areas in the City of Santa Ana subject to Specific Development Ordinances 3, 4, 5, 6 and 7 promoting and enhancing the value of property and encouraging the orderly development of the property. SECTION 3 — Uses Permitted The following uses are permitted in the SD -4 zoning district: a. crop agriculture, b. single family dwellings, c. accessory buildings and to the primary use, subje d. One (1) temoorary real e e. Municipal Code. uses determined to be incidental and necessary .t to the approval of the Planning Commission. SECTION 4— Uses Subject to a Conditional Use Permit The following uses are conditionally permitted in the SD -4 zoning district: a. Churches and accessory church buildings and functions. b. Wireless communication facilities. 75B-132 SECTION 5 — Minimum Parcel Area The minimum parcel size for a single-family residential lot shall be 4,000 square feet. SECTION 6 — Minimum Street Frontage The minimum street frontage for a single family residential lot shall be 27 feet. SECTION 7 — Maximum Floor Area Ratio (FAR) The maximum FAR for a single-family residence shall be 0.50. SECTION 8 — Front Yard Setbacks A front yard setback of not less than 10 feet is required, as measured from the Property line. SECTION 9 — Side Yard Setbacks A side yard setback of not less than four feet, six inches (4'-6") is required as measured from the property line. SECTION 10 — Rear Yard Setbacks A rear yard setback of not less than 10 feet is required as measured from the Property line. SECTION 11 — Building Height Limit The height limit of main buildings and structures is 35 feet and accessory buildings and structures is 20 feet. The height limit for accessory church structures is 150 feet. The Planning Commission shall have the right to limit the number of stories in any or all of the buildings in the SD #4 district, or the height of any other structure, when it finds that existing or proposed developments on adjacent properties, or properties across a street or alley, would be adversely affected unless such a limitation were imposed. SECTION 12 — Yard Requirements All yard requirements shall be established by the approval of plans and drawings as provided for in Division 26 of the Santa Ana Municipal Code. SECTION 13 - Parkina Reauirements Required parking shall be provided as follows 75B-133 Two parking spaces within fully enclosed garages and one two uncovered parking spaces for each dwelling within the development. SECTION 14 - Dwelling Units Permitted No more than 7 dwelling units per one (1) acre of net developable land shall be permitted. SECTION 15 - Open Space Not less than 50 percent (50%) of the total lot area shall be devoted to open space as per Division 24, Santa Ana Municipal Code (PRD development standards), excepting however that up to a ten percent (10%) reduction to forty- five percent (45%) open space may be granted by the City if it is found that, based on excellence of design, the proposed open space and recreational amenities merit the reduction of the fifty percent (50%) open space requirements. SECTION 16 —Regulations Specifically Included Herein By Reference All requirements, limitations, restrictions and waivers encompassed in Chapter 41, Division 24, of the Santa Ana Municipal Code (PRD use district regulations) shall apply to SD #4 use district, excepting therefrom the requirement of an approved conditional use permit and any other requirements, limitations, restrictions and waivers which are in conflict with other sections of this ordinance. SECTION 17 — Landscape Standards In the SD -4 district, all yards shall be landscaped. All landscaping shall be installed pursuant to a landscaping plan approved by the Planning Division. 1. Proiect Landscaping: a. Landscaping must be compliant with the City of Santa Ana's Landscape Water Conservation Ordinance and local California Water Regulations AB( 1881). b. Irrigation Systems: Landscaping shall have a fully automatic irrigation system: irrigation 2. All meters shall be appropriately screened from public view with trellis work and vines or a hedge -type shrub or be incorporated into the residential structure. 3. Maintenance: a. All plant material shall be maintained per Section 41-609 of the Santa Ana Municipal Code. 75B-134 LS 10.3.17 RESOLUTION NO. 2017-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING TENTATIVE TRACT MAP NO. 2017-01, AS CONDITIONED, TO ALLOW THE SUBDIVISION OF AN EXISTING PARCEL INTO 43 LOTS AT 2001 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 a Tentative Tract Map to allow the subdivision of an existing parcel into forty-three (43) lots at 2001 West MacArthur Boulevard. B. Santa Ana Municipal Code Section 34-127 requires approval of a Tentative Tract Map by the Planning Commission. C. On September 11, 2017, the Planning Commission held a duly noticed public hearing on Tentative Tract Map No. 2017-01 and recommended approval of the tentative tract map as modified and conditioned. D. On October 3, 2017, the City Council held a duly noticed public hearing on Tentative Tract Map No. 2017-01. E. The City Council of the City of Santa Ana determines that the following findings, which must be established in order to approve this Tentative Tract Map pursuant to Santa Ana Municipal Code (SAMC) Section 34-127 and the State Subdivision Map Act, have been established for Tentative Tract Map No. 2017-01: 1. The proposed project, as conditioned, and its design and improvements are consistent with the Low Density Residential (LR) designation of the General Plan and are otherwise consistent with all other Elements of the General Plan. The proposed project, as conditioned, and its design and improvements will be consistent with the Low Density Residential (LR) land use designation of the General Plan and are otherwise consistent:with all other elements of the General Plan and any applicable specific plans. The proposed subdivision of land to create 43 parcels is consistent with the land use designation and all other elements of the General Plan. Land Use Element Policy No. 1.4 Resolution No. 2017-xx Page 1 of 6 75B-135 promotes the maintenance and fostering of a variety of residential land uses in the City and Housing Element Policy HE -2.4 encourages projects that facilitate diverse types, prices and sizes of housing. 2. The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. The proposed subdivision conforms to the requirements and intent of the provisions of the State of California Subdivision Map Act. Further, the map is in keeping with the Site Plan Review (Development Project Review No. 2016-24) and Chapter 34 and 41 of the Santa Ana Municipal Code. Covenants, Conditions and Restrictions (CC&Rs) are required for the project, which need to be approved by the City prior to City Council approval of the final map. 3. The project site is physically suitable for the type and density of the proposed project. There are no physical constraints on the site that would preclude development. The proposed site consists of approximately 6.72 - acres of land and is physically suitable for the proposed small lot residential development, where lots will range in size from 4,019 square feet to 8,608 square feet. Access to the site will be from Jaguar Way, which takes access from MacArthur Boulevard, a major arterial. 4. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. An environmental impact report (EIR) was prepared for the Armstrong Ranch development in 2002 pursuant to the California Environment Quality Act. To address potential impacts from this new proposal, an Addendum to the EIR was prepared that analyzed potential impacts generated from the 42 -unit development. The project site is located in an urbanized area, and there are no known fish or wildlife populations existing on the project site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. 5. The design or improvements of the proposed project will not cause serious public health problems. Resolution No. 2017-xx Page 2 of 6 75B-136 The proposed subdivision will not have any detrimental effects upon the general public. The short-term and long-term impacts identified in the environmental impact report, and further analyzed in the Addendum to the EIR, noted that impacts can and have been mitigated to a level of less than significant through the adoption and implementation of specific mitigation measures. 6. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project since there are no public access easements or any other easements located within this property. Section 2. In accordance with the California Environmental Quality Act the recommended action is exempt for further review as it was subject to a previously prepared EIR per Section 15164. As part of the City's permitting process, the proposed project is required to undergo an environmental review in accordance with the California Environmental Quality Act (CEQA). In accordance with CEQA, the recommended actions have been reviewed through an Initial Study (ER No. 2016-143). The proposed project has further been reviewed through an Addendum to the previously certified Environmental Impact Report 2000-01. CEQA guidelines (California Code of Regulations 15000, et seq.) authorize the use of an addendum for the purpose of making minor or technical changes, as long as these changes do not rise to the level of requiring a subsequent or supplemental EIR pursuant to CEQA Guidelines 15162. The originally certified Environmental Impact Report was analyzed in light of the revised site plan and it was determined that there are no new significant impacts resulting from the new plan. Several mitigation measures that required modification and/or further clarification have been added to the conditions of approval for this project. Additionally, a trip generation comparison was performed to analyze the potential changes in traffic circulation as a result in the change to traffic patterns over the past few years. The result of the traffic analysis concluded that the residential use at this site will result in 75 fewer trips in the morning peak hour, 42 fewer trips in the afternoon peak hour and 278 less trips on a daily basis. According to the updated study, the proposed project will not exceed, either individually or cumulatively, a level of service standard established by the County congestion management agency for designated roads or highways. Therefore, no additional review or mitigation measures related to traffic are needed. The determination that there are no new significant impacts or any increases in the severity of the impacts previously identified in the original Environmental Impact Report mean that in accordance with CEQA 15164, the Addendum to the previously certified Armstrong Ranch Project EIR and Mitigation Monitoring and Reporting Program is the appropriate document for the actions proposed. Resolution No. 2017-xx Page 3 of 6 75B-137 Section 3. The Applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Section 4. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves Tentative Tract Map No. 2017-01, as conditioned as set forth in Exhibit A attached hereto and incorporated herein by reference, for the property located at 2001 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 September 11, 2017, the Request for Council Action dated October 3, 2017, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 3rd day of October, 2017. Miguel Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: '12�' C— z Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria Huizar, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2017-xx to be the original resolution adopted by the City Council of the City of Santa Ana on October 3, 2017. Date: Clerk of the Council Resolution No. 2017-xx Page 4 of 6 75B-138 EXHIBIT A Conditions of Approval Tentative Tract Map No. 2017-01 (County Map No. 18055) is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The Applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this tentative tract map. The Applicant must remain in compliance with all conditions listed below throughout the life of the tentative tract map. Failure to comply with each and every condition may result in the revocation of the tentative tract map. A. Planning Division 1. Comply with all conditions and requirements from the Development Review Committee (DRC) for the development project (DP No. 2016-24). 2. The Covenants, Conditions and Restrictions (CC&Rs) for this project must be reviewed and approved prior to approval of the final tract map. 3. All real estate signage must be removed from the site within one (1) year from the date of installation. An extension of time may be granted as determined by the Planning Manager. 4. The final map must be approved and recorded prior to issuance of building permits. 5. The final map and all improvements required to be made or installed by the subdivider must be in accordance with the design standards and specifications of the Santa Ana Municipal Code and the requirements of the State Subdivision Map Act. 6. Development within the area of the map is subject to development and permit fees in effect at the time of permit issuance. 7. Development within the area of the map is subject to design and development standards in effect at the time of permit issuance. 8. Two copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division, Fire Authority, Building Division, and Public Works Agency within 10 days of recordation. Resolution No. 2017-xx Page 5 of 6 75B-139 SEPTEMBERI1, 2017 PAGE 2 OF 2 9. A detailed landscape plan must be reviewed and approved prior to issuance of any building permits. In addition to the landscaping palette, the plan shall include details on the hardscape design, lighting concepts and outdoor furniture for the common area parcel. At a minimum, the project shall incorporate the amount and size of landscaping as shown on the preliminary landscape plans dated July 25, 2017. The exact specifications for these items are subject to the review and approval of the Planning Division. 10. After project occupancy, landscaping is to be maintained to include the minimum level of plant materials installed at the time of occupancy as required by the approved plans. 11. The CC&R's shall include language that requires the garages to remain available as parking for motor vehicles at all times. (Added by the Planning Commission on September 11, 2017) 12. permit. (Added by the Planning Commission on September 11, 2017) 75B-140 Resolution No. 2017-xx Page 6 of 6 ITEM 85A DISCUSS AND PROVIDE STAFF DIRECTION ON THE FUNDING, STRUCTURE AND AUTHORITY OF THE ORANGE COUNTY CIVIC CENTER AUTHORITY AND MEMBER AGENCIES EXHIBITS: 1. Amended and restated Joint Exercise of Powers Agreement between the City of Santa Ana and the County of Orange Regarding the Orange County Civic Center Authority, A-2014234; 2. Memorandum of Understanding amongst Orange County Sheriff -Coroner and Cities of Huntington Beach, A-1999-058 85A-1 85A-2 A-2014-234 AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF SANTA AND THE COUNTY OF ORANGE REGARDING THE ORANGE COUNTY CIVIC CENTER AUTHORITY THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF SANTA AND THE COUNTY OF ORANGE REGARDING THE ORANGE COUNTY CIVIC CENTER AUTHORITY ("Restated Agreement') is dated as of SEPT` 30 . 2014 ("Effective Date"), and is by and between the COUNTY OF ORANGE, a political subdivision of the State of California ("County") and the CITY OF SANTA ANA, a municipal corporation ("City"). County and City may sometimes, hereinafter individually be referred to as a "Party" or jointly as the "Parties." WHEREAS, the City and the County previously created the Orange County Civic Center Authority ("Authority") pursuant to California Government Code Section 6500 et. seg., by agreement dated January 17, 1966 CTrior Agreement"); and WHEREAS, the City and the County are each empowered by law to acquire, construct, maintain, operate, lease and sell public facilities and accessory structures; and WHEREAS, the City and County are each empowered to provide electric utility service, steam and chilled water to themselves and others to the extent permitted by law; and WHEREAS, the City and County desire to restate and amend the Prior Agreement and amend the nature and scope of the Authority's powers and governance, as more fully set forth herein; and WHEREAS, the Second Amendment to the Prior Agreement, dated December 22, 1970 and the Sixth Amendment to the Prior Agreement, dated June 1, 1999 are the only amendments relevant to the continuing operations of the Authority; and WHEREAS, the City and County wish to restate and amend the Prior Agreement and the relevant previous and new amendments for ease and clarity and to supersede and supplant the Prior Agreement and all amendments thereto. Exhibit I 85A-3 A-2074-234 AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF SANTA AND THE COUNTY OF ORANGE REGARDING THE ORANGE COUNTY CIVIC CENTER AUTHORITY a t THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF SAN"I'A AND THE COUNTY OF ORANGE REGARDING THE ORANGE COUNTY CIVIC CENTER AUTHORITY ("Restated Agreement') is dated as of . c -,)j, 2014 ("Effective Date"), and is by and between the COUNTY OF. ORANGE, a political subdivision of the UState of California ("County") and the CITY OF SANTA ANA, a municipal corporation ("City"), County and City may sometimes hereinafter individually be referred to as a "Party" or jointly as the 'Tarties." WHEREAS, the City and the County previously created the Orange County Civic Center Authority ("Authority") pursuant to California Government Code Section 6500 et. seq., by agreement dated January 17, 1966 ("Prior Agreement"); and WHEREAS, the City and the County are each empowered by law to acquire, construct, V �^ maintain, operate, lease and sell public facilities and accessory stntctures; and WHEREAS, the City and County are each empowered to provide electric utility service, steam and chilled water to themselves and others to the extent permitted by law; and WHEREAS, the City and County desire to restate and amend the Prior Agreement and amend the nature and scope of the Authority's powers and governance, as more fully set forth herein; and WHEREAS, the Second Amendment to the Prior Agreement, dated December 22, 1970 and the Sixth Amendment to the Prior Agreement, dated June 1, 1999 are the only amendments relevant to the continuing operations of the Authority; and WHEREAS, the City and County wish to restate and amend the Prior Agreement and the relevant previous and new amendments for ease and clarity and to supersede and supplant the Prior Agreement and all amendments thereto. 85A-4 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. Purpose. This Restated Agreement is made pursuant to provisions of Article 7 Chapter 5, Division7, Title 1 of the Government Code of the State of California (commencing with Section 6500, hereinafter called "Act") relating to the joint exercise of powers common to the City and the County. The City and County each possess the powers referred to in the recitals hereof. The purpose of this Restated Agreement is to exercise such powers by acquiring, constructing, maintaining, operating and leasing public improvements with facilities and appurtenances necessary or convenient therefor, with the further purpose to provide electric utility service, steam and chilled water as permitted by law within the Campus, as defined in Section 16. ; Such purpose will be accomplished, and said common powers exercised, in the manner hereinafter set forth. SECTION 2. Term. This Restated Agreement shall become effective as of the date hereof and shall continue in full force and effect for a period of ten (10) years from the date hereof and shall automatically renew for ten (10) year increments thereafter until terminated by either Party as set forth herein. This Restated Agreement shall not be terminated until such time as all revenue bonds herein provided for, and issued pursuant hereto or pursuant to the Prior Agreement, and the interest thereon shall have been paid in full or adequate provision for such payment shall have been made as set forth in the proceedings for the issuance thereof. After such time, this Restated Agreement may be terminated by either Party upon 180 day written notice. SECTION 3. Authority. A. Creation of the Authority. Pursuant to Section 6506 of the Act, there is hereby created a public entity separate from the Parties hereto, to be Irnown as the "Orange County Civic Center Authority" ("Authority") and said Authority shall be a public entity separate and apart from the City and the County. Its debts, liabilities and obligations do not constitute debts, liabilities or obligations of any Party to this Restated Agreement. B. Governing Board. The Authority shall be administered by a governing board of five members, each serving in their individual capacities as members of the governing board. Two members, who shall be County employees, are to be appointed by the County Executive Officer. Two members, who shall be City 85A-5 employees, are to be appointed by the City Manager. The fifth member shall be selected by the County and City members, and will preferably be an employee of a government agency located within the Civic Center Campus. Each member shall serve a four year term at the pleasure of the appointing entity. Such governing board shall be called the "Governing Board". The Governing Board, which was known as the Civic Center Commission in the Prior Agreement shall have the same rights, powers, authority or obligations as granted to the Civic Center Commission in other documents in which the Civic Center Commission was a party thereto. C. Meeting of the Governing Board. (1) Regular Meetings, The Governing' Board shall provide for its regular, adjourned regular and special meetings; provided, however, it shall hold at least one meeting each year. The Governing Board shall hold other such meetings during the year as shall be determined by the Governing Board Chairperson or any other member of the Governing Board, The, dates upon which, and the hour and place at which, any such meeting shall be held shall be fixed by; resolution, minute order or any other method permitted by the Ralph M. Brown Act. (2) Ralph M. Brown Act. All meetings of the Governing Board, including, without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the Government Code). (3) Minutes. The Secretary of the Governing Board shall cause to be kept minutes of the meetings, both regular, adjourned regular and special, and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Governing Board and to the City and to the County. (4) Quorum. A majority of the Governing Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. (5) Tie Vote. In the event of a tie vote by the Governing Board, no action will be taken on the subject matter of the vote. D. Officers. The Chairperson of the Governing Board shall be a County appointee in fiscal years that begin with •M an odd numbered year (e.g. 2015) and shall be a City appointee in fiscal years that begin with an even numbered year. Vice Chair of the Governing Board shall be a City appointee in fiscal years that begin with an odd numbered year and shall be a County appointee in fiscal years that begin with an even numbered year. The Chairperson shall appoint a Secretary who may, but need not be, a member of the Governing Board. The Treasurer of the Authority shall be the duly -elected, qualified and acting County Treasurer serving ex -officio as Treasurer of the Authority. The Auditor of the Authority shall be the duly elected, qualified and acting County Auditor serving ex -officio as Auditor of the Authority. The Attorney for the Authority shall be the duly -appointed and acting County Counsel of the County or his duly -authorized deputy serving ex -officio as Attorney for the Authority; provided, however, that; (i) when requested by the Attorney for the Authority or on majority action of the Authority the duly - authorized deputy shall assist the attorney for the Authority, and (ii) in the event of any conflict between the County and the Authority, the Authority may, with the prior consent of County, appoint other counsel to represent the Authority in such matter. SECTION 4. Powers. The Authority shall have the powers common to City and County set forth in Section 1 of this Restated Agreement, to wit; acquiring, constructing and leasing public improvements with facilities and appurtenances necessary or convenient therefor, with the further power of providing electric utility service, steam and chilled water as permitted by law within the Campus (as defined in Section 16. below). The Authority shall further have the power to maintain and operate any buildings which have been acquired or constructed by the Authority and the facilities and appurtenances necessary thereto. The Authority is hereby authorized to do all acts necessary for the exercise of said common powers for said purposes, including, but not limited to, any or all of the following: to make and enter into contracts and cooperative agreements with other local agencies, to acquire, construct, manage, maintain or operate any buildings, works or improvements and to acquire, hold or dispose of property within the County, pursuant to this Restated Agreement and the contracts or agreements between the Authority and the Parties hereto and any other public agencies; to incur debts, liabilities or obligations required by the exercise of these powers which do not constitute a debt, liability or obligation of the City of the County, and to sue and be sued in its own name. Said powers shall be exercised in the manner provided in the Act and, except as expressly set forth herein, subject only to such restrictions upon the manner of exercising such powers as are imposed on the City in the exercise of similar powers. The Authority may also issue revenue bonds, pursuant to Article 2, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6540, hereinafter called the "Bond Act") and any other applicable laws of the State of California. 85A-7 SECTION 5. Fiscal Year. For the purposes of this Restated Agreement, the term "fiscal year" shall mean the fiscal year as established from time to time by the County, being at the date of this Restated Agreement the period from July 1 to and including the following June 30. SECTION 6. Disposition of Assets. At the end of the term hereof, or upon earlier termination of this Restated Agreement as set forth in Section 2 hereof, all real property of the Authority shall automatically vest in the Party thereto, which has heretofore conveyed said property to the Authority and shall thereafter remain the sole property of said Party. All other property of Authority shall be returned to the Parties in proportion to the contributions made. SECTION 7, Personnel. The Authority shall request from the County and/or the City the services of such personnel to serve the Authority ex -officio as may be necessary to carry out this Restated Agreement and shall have power to employ temporary professional and technical assistance for the performance of this Restated Agreement; provided that adequate sources of funds are assured for the payment of such temporary professional and technical services, which are not provided by a Party hereto. SECTION 8, Accounts and Reports. To the extent not covered by the duties assigned to any trustee, the Auditor of the Authority shall establish and maintain such funds and accounts as may be required by good accounting practice by any provision of any resolution of the Authority securing its revenue bonds. The books and records of the Authority in the hands of the trustee or the Auditor shall be open to inspection at all reasonable times by representatives of the City and the County. The Auditor of the Authority, within 120 days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the City and to the County to the extent such activities are not covered by the report of the trustee. The trustee appointed under any resolution of issuance of the bonds of the Authority shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions to said resolution. Said trustee may be given such duties in said resolution as may be desirable to carry out this Restated Agreement. SECTION 9. Funds. Subject to the applicable provisions of any indenture or financing agreement, which may provide for a trustee to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds (i) pursuant to the accounting procedures developed under Section 8 hereof, and (ii) as nearly as possible in accordance with normal County procedures, shall make the disbursements required by this Restated Agreement or to carry out any of the provisions or purposes of this Restated Agreement. No gifts, grants, aid or similar payments from any source other than the Parties to this Restated Agreement shall be received and used by the Authority on any land conveyed to the Authority without the consent of the Party which conveyed said property. SECTION 10. Prior Agreement. It is mutually agreed that this Restated Agreement shall terminate, supplant and supersede the Prior Agreement, including any amendments thereto. Notwithstanding the foregoing, the restatement and termination of the Prior Agreement shall not relieve the Parties from any uncured obligations under the Prior Agreement. SECTION 11. Notices. All notices, documents, correspondence and communications concerning this Restated Agreement shall be addressed as set forth in this Section 11, or as the Parties may hereafter designate by written notice, and shall be sent through the United States mail, return receipt requested or with other proof of delivery, with postage prepaid, by personal delivery, Federal Express or similar courier service, or by facsimile. Notices so given shall be deemed to have been given upon receipt with the exception of transmittals via facsimile which shall be deemed delivered on the day transmitted provided transmitted by 4:30 P.M. (PT) on the receiving Party's regular business day, otherwise delivery shall be deemed to have been given on the next business day. Either Party may change the address for notices by giving the other Party at least ten (10) calendar days' prior written notice of the new address. 85A-9 To County: County of Orange C/o 333 W. Santa Ana Blvd, 3rd Floor Santa Ana, CA 92703 Phone: Facsimile: To City: City of Santa Ana Clerk of the Council 20 Civic Center Plaza ((M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714)647-6956 Authority -Secretary: At such address as Governing Board shall designate for such purpose. SECTION 12. Headings. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. SECTION 13. Cooperation. Whenever in this Restated Agreement any consent or approval is required the same shall not be unreasonably withheld. SECTION 14. Venue. The Parties hereto agree that this Restated Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of California. In the event of any legal action to enforce or interpret this Restated Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in the County of Orange, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties hereto specifically agree to waive any and all rights to request that an action be transferred for trial to another county. SECTION 15. Interpretation. To preserve a reasonable degree of flexibility, many parts of this Restated Agreement are stated in general terms. It is understood that there will be operating memoranda executed and amended from time to time which will further define the rights and obligations of the Parties. 85A-10 SECTION 16. Civic Center Campus. The Civic Center Campus ("Campus") is generally defined as those governmental buildings within the area shown on Exhibit A, and any future governmental buildings located adjacent to this area. SECTION 17. Severability. If any term, covenant, condition, or provision of this Restated Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. SECTION 18. Successors. The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, and assigns of the Parties hereto. SECTION 19. Authority The Parties to this Restated Agreement represent and warrant that it has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms // // 85A-11 IN WITNESS WHEREOF, the Parties have executed this Restated Agreement as of the day and year first hereinabove written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: fg r O IA R. CARVALHO City Attorney Signed and certified that a copy of this document has been delivered to the Chair of the Board per G.C. Sec. 25103, Reso. 79-1535 ATTEST: � � x 411 i1,Grlsi /,1,i�t C' o� Susan Novak Clerk of the Board of Supervisors Orange County, California CITY/OF SANTA ANA G_ DAVID CAVAZOS City Manager COUNTY OF ORANGE B y:: —C4hairoe ardofSuppervisors Approved as to Form Office of the County Counsel Orange County, California By: % l Deputy County Counsel 85A-12 85A-14 ORIGINAL Ct0R 0 c�ouNW MEMORANDUM OF UNDERSTANDING AMONGST ORANGE COUNTY SHERIFF -CORONER AND CITIES OFHUNTINGTON BEACH ORANGE, SANTA ANA, ANAHEIM AND COSTA MESA A 1999.058 This Memorandum of Understanding ("MOU") dated do • r/ • 2000, is by and amongst the Orange County Sheriff -Coroner ("Sheriff -Coroner') and the Cities of Huntington Beach, Orange, Santa Ana, Anaheim and Costa Mesa, (sometimes collectively referred to herein as "Cities"). The Sheriff -Coroner is responsible for general law enforcement within the County of Orange ("County"), including upon flood control channels and other property owned or maintained by the Orange County Flood Control District ("District") lying within the boundaries of the County. The Police Departments of the Cities are responsible for general law enforcement within the boundaries of their respective Cities as derived from general laws and municipal charters. Property owned or maintained by the District ("District property's lies within the boundaries of the Cities. In many cases, the Sheriff -Coroner and the Police Departments of the Cities share concurrent jurisdiction overDistrict property.. In furtherance of this concurrent jurisdiction, the Sheriff -Coroner and the Cities agree as follows; A. The Police Departments of the Cities shall accept non-exclusive Law Enforcement responsibility over District property lying within the respective boundaries of the Cities including but not limited to bike trails, flood control channels, retention basins, and river channels. B. The Police Departments of the Cities shall enforce general laws, ordinances and regulations, including but not limited to those of the County, the District, and their respective Cities, as currently exists or may be amended or adopted, on District property. C. Prosecutions of violations cited by Cities' Police Departments shall be by the respective City Attorney's office. D. All law enforcement signs and other such regulatory items to be placed on District property shall first be submitted by the respective city to the County's Director of Public Facilities and Resource Department or his designee (hereinafter "Director'), for approval prior to installation. E. The Citics agree that they shalt not receive and shall not seek compensation from either the County, the District, or the Sheriff -Coroner, either separately or in combination, for the enforcement of laws by their respective Police Departments upon District property, F, The Cities acknowledge that the primary purpose of property owned or maintained by the District is flood control and they agree to release, defend with counsel approval byDistrict, and hold harmless the County, District, and Sheriff -Coroner for any and all liability, claims or causes of action, including but not 1 imited to those for property damage or personal injury, arising from or related to law enforcement or related functions by their respective Police Depariments or the city personnel on District property. Exhibit 2 85A-15 Page 1 of 1 Nothing in this MOU is to be construed as conflicting with existing laws, regulations, and prescribed responsibilities applicable to the respective parties hereto. ORANGE COUNTY FLOOD CONTROL DISTRICT a body caporm and politic Dated: 811106 Dated: Q t I ( V o Dated: APPROVED AS TO FORM: LAURENCE M. wATSON, COUNTY COUNSEL Br, � r I """mo d13�TS} eputy By: Chairman of the Board of Supervisors SIGNED AND CERTIFIP.D THAT A COPY Of THIS AGREEMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF TILE BOARD By �M Darlene J. Bloom Clerk of the Board of Supervisors of The Orange County Flood Control Distric a County, California QkONASheriff-Coroner Orange County Sheriff -Coroner .O •.