HomeMy WebLinkAbout75A - PH 75 FT DIGITAL PYLON AUTO MALLREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
OCTOBER 17, 2017
TITLE:
PUBLIC HEARING - ZONING ORDINANCE
AMENDMENT NO. 2017-03 TO AMEND
SPECIFIC DEVELOPMENT NO. 60 TO ALLOW
A NEW 75 -FOOT TALL DOUBLE FACE
DIGITAL ILLUMINATED PYLON SIGN AT THE
SANTA ANA AUTO MALL LOCATED AT 1505
SOUTH AUTO MALL DRIVE — SCOTT
HAMPTON, APPLICANT / APPROVE SALES
TAX LOAN AGREEMENT BETWEEN CITY OF
SANTA ANA AND SANTA AUTO MALL AUTO
DEALERS ASSOCIATION; APPROVE
PAYMENT TO EMI INC. FOR THE PURCHASE
OF AN LED SIGN AT THE SANTA ANA AUTO
MALL
{STRATEGIC PLAN NO. 3,21
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 15' Reading
❑ Ordinance on 2n' Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
NOV 0 7 2017
1. Adopt an ordinance approving Zoning Ordinance Amendment No. 2017-03.
2. Authorize the City Manager and the Clerk of the Council to execute a Sales Tax Loan
Agreement between the City of Santa Ana and the Santa Ana Auto Dealers Association
LLC, subject to non -substantive changes approved by the City Manager and the City
Attorney.
3. Approve the payment to EMI, Inc. for purchase and installation of an LED sign at the
Santa Ana Auto Mall
PLANNING COMMISSION ACTION
At its regular meeting on September 25, 2017, the Planning Commission recommended that the
City Council adopt an ordinance approving Zoning Ordinance Amendment No. 2017-03 to amend
Specific Development No. 60 of the Santa Ana Municipal Code (SAMC) to allow a new 75 -foot
tall double face digital illuminated pylon sign at the Santa Ana Auto Mall located at 1505 South
Auto Mall Drive. The Planning Commission made no changes to the modifications outlined in the
attached staff report (Exhibit A).
75A-1
Zoning Ordinance Amendment No. 2017-03 — Amend Specific Development No. 60 for Santa
Ana Auto Mall Digital Sign
October 17, 2017
Page 2
DESCRIPTION
Scott Hampton, representing HSA LLC., is requesting approval to install a new 75 -foot tall double
face digital illuminated pylon sign at the Santa Ana Auto Mall. The proposed code changes will
allow installation of a more visible sign utilizing new L.E.D. technology. Currently, SD -60
standards allow a 70 -foot tall, 835 -square -foot, double -sided electronic reader board sign which
was approved in April of 1994 and constructed shortly after. Since the date of construction of the
existing , pylon sign, competing auto malls have been approved with new full color digital
electronic message display signs. To facilitate the new sign, modifications to the specific
development zoning document are needed. The modifications would allow for an increase in
total height of 75 feet and a maximum signable area of 1,200 square feet for the new sign. One
additional change to the code will eliminate the option for individual dealerships to place a logo or
name brand on the column of the sign. The new sign will help provide an enhanced method of
business identification and advertising and will contribute to the community and the City by
advertising the Auto Mall regionally. The Auto Mall recognizes that the current sign is obsolete in
nature and allowing the new sign will help ensure that the Auto mall remains competitive to other
automobile centers in the area. Full sized site plans are available for public viewing in the Clerk of
the Council Office.
Sales Tax Loan between the City of Santa Ana and Santa Ana Auto Mall Dealer's Association
Exhibit C
The City has maintained a long and successful relationship with the Santa Ana Auto Mall (Auto Mall)
for almost forty years. During that time the Auto Mall has become a regional destination in
purchasing and/or leasing vehicles. As a result of the successful business environment for the Auto
Mall, it has been a high performing Sales Tax generator for the City.
Since 2011, the Auto Mall has undergone extensive renovation of its facilities totaling approximately
$66 million, which includes modernization of the various components of the existing dealers for
consumers as well as expansion of its inventory base. Also it has attracted new franchises / dealers
to the Auto Mall expanding their vehicle selection. This recent investment by the dealers has
allowed the Auto Mall to remain competitive with other nearby dealers and has provided for future
increase in the amount of vehicles to be sold/leased resulting in both higher revenue and greater
sales tax for the City. Adoption of the ordinance and recommended actions will allow for the
purchase and installation of the new sign.
In order to continue leveraging its investment of its dealers, the Auto Mall has approached the City
to assist with the Purchase of an Auto Mall Sign (Sign). The sign will be utilized as the primary
advertising medium, for the. Auto Mall, reaching approximately 250,000 vehicles a day traversing on
the 55 freeway. The Sign will contain up -to date LED technology and disclose the various dealers in
business at the Auto Mall along with the various incentives for prospective buyers.
75A-2
Zoning Ordinance Amendment No. 2017-03 — Amend Specific Development No. 60 for Santa
Ana Auto Mall Digital Sign
October 17, 2017
Page 3
The Sign is estimated to increase revenue for the Auto Mall which is projected to increase
approximately 8% to 12% (Exhibit D) of Sales Tax for the City. A review of the previously
completed five fiscal years disclosed the average sales tax received by the City (from the Auto Mall)
is approximately $2.8 million. An analysis conducted by the Auto Mall anticipates the Loan to be
repaid the City (General Fund) in approximately six years.
The assistance requested by the Auto Mall is as follows:
• Payment of the Sign - $1,032,948
• Term - 10 years
• Payable - 50% increase in Sales Tax over Base Year
• Base Year - Calendar Year 2016
• Other — Remaining loan balance will be repaid by the Auto Mall if increase in Sales Tax is not
incurred
As noted if the projected sales tax increase is not received by the City, the Auto Mall will be
responsible for repaying the remaining loan balance at the end of the loan term including accrued
interest.
Funding of the Loan
The Loan to the Auto Mall will be funded, from the City's Operating Reserve which as of June 30,
2017 maintained a balance of $42,397,974. The funding of this loan will reduce the Operating
Reserve•to $41,364,446. When the repayment of the Loan occurs, via fifty percent of the sales tax
received over and above the base year, the Operating Reserve will be increased by the amount of
the repayment earned in the given year.
Payment to EMI Signs
EMI (Electric Media, Inc.) is the vendor designated by the Auto Mall to demolish the existing sign;
and install the new sign (see Exhibit E). The City's sole responsibility is to furnish payment on
behalf of the Auto Mall. Subsequently the Auto Mall will be responsible for the operation,
maintenance and liability of the Sign. As noted above, the Sign costs will be $1,032,948.
In addition, Auto Mall has also agreed to provide the City access to sign for the purpose of
marketing City sponsored events (e.g. Council or Commission or Special events). The
programming would assist in increasing notification efforts to the public for City business and
recreational events.
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).
75A-3
Zoning Ordinance Amendment No. 2017-03 — Amend Specific Development No. 60 for Santa
Ana Auto Mall Digital Sign
October 17, 2017
Page 4
FISCAL IMPACT
There is no fiscal impact associated with this action regarding the Planning and Building
activities.
Sales Tax Loan Agreement
A Receivable will be established in the General Fund Note Receivable account (01101001-
11465) in the amount of $1,032,948. Repayment will be made by offsetting Sales Tax received
by the City which is fifty percent over the base year amount (noted above). Interest received /
accrued annually will be recorded in Earnings on Investments account (01102002-58000).
Payment to EMI, Inc.
Funds will be appropriated from the General Fund Note Receivable account (01101001-11465) in
the amount of $1,032,948 for the purchase and installation of the sign and funded via the City's
General Fund Operating Reserve (fund balance).
Candida Neal, AICP
Acting Executive Director
Planning & Building Agency
IO:rb
S:RFCA\10-17-17\ZOA2017-03.m
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance and Management Services Agency
Exhibit: A. Planning Commission Staff Report
B. Ordinance
C. Sales Tax Agreement
D. Auto Mall Deal Points
E. EMI Signs Invoice
75A-4
REQUEST FOR
Planning Commission Action
PLANNING COMMISSION MEETING DATE:
SEPTEMBER 25, 2017
TITLE:
PUBLIC HEARING - FILED BY SCOTT HAMPTON
FOR ZONING ORDINANCE AMENDMENT
NO. 2017-03 TO AMEND SPECIFIC
DEVELOPMENT NO. 60 TO ALLOW A NEW
75 -FOOT TALL DOUBLE FACE DIGITAL
ILLUMINATED PYLON SIGN AT THE SANTA ANA
AUTO MALL LOCATED AT 1505 SOUTH AUTO
MALL DRIVE (STRATEGIC PLAN NO. 3, 2)
Prepared by Ivan Orozco.
PLANNING COMMISSION SECRETARY
APPROVED
❑ As Recommended
❑ As Amended
❑ Set Public Hearing For
DENIED
❑ Applicant's Request
❑ 'Staff Recommendation
CONTINUED TO
Acting Executive irector Acting Plari ing Manager
RECOMMENDED ACTION
Recommend that the City Council adopt an ordinance approving Zoning Ordinance Amendment
No. 2017=03 to revise Specific Development No. 60 of the Santa Ana Municipal Code (SAMC).
Executive Summary
Scott Hampton, representing HSA LLC., is requesting approval to install a new 75 -foot tall double
face digital illuminated pylon sign at the Santa Ana Auto Mall. The proposed code changes will allow
installation of a more visible sign utilizing new L.E.D. technology. Staff is recommending approval of
the request because the site meets all Santa Ana Municipal Code requirements and applicable
development standards and because the site is located away from any sensitive land uses.
Table 1: Project and Location Information
Item
Information
Project Address
1505 South Auto Mall Drive
Nearest Intersection
Auto Mall Drive and East Edinger Avenue
General Plan Designation
Industrial (IND)
Zonin Designation
$ ecific Develo ment SD No. 60/Santa Ana Auto Mall
Surrounding Land Uses
North Automobile Dealership and LOSSAN railroad corridor
East Costa Mesa SR -55 Freeway
South Automobile Dealership
West Automobile Dealership
Pro erty Size
120,661 square feet 2.77 acres
Existing Site Develo ment
The site contains an existing automobile dealership building.
Use Permissions
Permitted by right
Zoning Code Sections Affected
Use
Signage Requirements
I SD -60, Section No. 3
ISD -60, Section No. 8
EXHIBIT A
75A-5
Zoning Ordinance Amendment No.'201 V03,
September.25, 2017
Page 2
Project Description
Currently, $D=60 standards allow.a 70 -foot tall, 835 -square -foot, double sided: electronic reader,
board sign. The applicantiis now proposing to, remove the existing teader'board sign and construct
a new full-color double-sided,75-foot tall, 11020-square400t LED sign.. As a.result of the new
sign's larger size, .changes to. the 'SD are needed that will allow the new sign to be, constructed.
Table 2rAuto Mall Reader Board Signage'Requirements
Standards
Required by current,SD NoAQ
'Proposed by, amendment to'SD'Nd. 0
One electronic reader board sign
One full color digital electronic message.
Pylon.Sign
for the Santa And Auto Mall shall
display sign for the Santa,Ana,Auto'Mall
be,p&mltted,along the Costa -Mesa_
shall be permitted along the Costa Mesa
(SR -55) Freeway.
(SR -55) Freeway.
Maximum Height 8f
P Ion.Si" n
70;Feet
75 Feet
,Square Footage of.
Sigh'Face
g35 Square Feet
l7 ptor 1,206Square Fee t
The copy area.for individual
merchandise shall be limited to
.either the registered logo or the
Dealership Branding
manufacturer's product name.
Colors utilized shall be the
To be deleted
!standard auto manufacturer's color
mode, which is typically a shade of
red,, blue or black'.
Prolect'Backaround
The'Santa Ana Auto Mall is constantly striving to be competitive with similar auto malls in the
surrounding area, including those 'in Costa Mesa,. Garden Grove, Tustin and. Irvine. Over the
years, ;the majority of the dealerships within the auto mall have either expanded from their existing
footprints_ or have remodeled their buildings, all in an effort to remain competitive. In April 1994,
the City of Santa Ana approved a proposal to construct a 70 -foot high electronic reader board
designed to be used for advertising for the existing automobile dealerships. 'Since the date of
construction of the existing pylon sign, competing auto malls have been approved with new full
color digital electronic message display signs. The Auto Mall originally approached the City
approximately two years .ago with a similar proposal, but the City never received a formal
application. The ownership's 'association is now requesting that the City partner with them in the
construction of a new full color digital electronic message display :sign. To facilitate the new sign,
modifications to the specific development zoning document are needed.
75A-6
Zoning .Ordinance Amendment No: 2017-03
September 25, 2017
Page 3
Table 3: Proiect *Analysis
.Issue or Topie.
Analysis
CEQA7ype
The proposed sign conforms to all'the conditions and provisions of the
Document Type
electronic message display:section of the Santa Ana Municipal Code
(Sec. 41-885). These standards are designed to minimize light intrusion
Conformity to development
into any surrounding periods and require that brightness be automatically
standards for digital signs
adjusted depending on weather and ambient light conditions. Additionally,
Exempt or Analysis
the proposed sign, the subject, property, and corresponding structures will
be in compliance with all applicable development standards in SD -60..
Strategic Plan •Ali g ninerit
The sign will not be detrimental to persons residing or working in the
Approval of this item supports the City's efforts to meet Goal No.3 (Economic
area as it is located within an area of the City that is, predominantly
Proximity to Sensitive Land Uses
commercial in nature with no sensitive land uses located nearby. In
and encourage private development through new General Plan and.Zoning
addition, the SR -55 freeway provides a buffer between the project site
Ordinance policies.
and residential uses in Tustin.
The new sign will help provide an enhanced method of business
identification and advertising and will contribute to the community and,
the City by advertising the Auto Mall regionally. The Auto Mall
Significant Impacts to Project Site
recognizes that the current sign is obsolete in nature and allowing the.
new.sign will help ensure that the Auto mall remains competitive to other
automobile centers in the area. Since the sign is a replacement of an
existing pylon sign no negative, impactswill occur to the project site.
Staff has analyzed the applicant's request and has worked closely with the firm contracted to construct the sign
to ensure that its design and architectural, style. match the modern, high-tech industrial architecture required for
all structures in the Santa Ana Auto Mall. In addition, modifications to SD -60 require the proposed sign will
allow the City to enter into an agreement with the. Auto Mall association for revenue sharing. This agreement,
part of a separate effort led by the Community Development Agency, will provide enhanced revenues to:the
City while providing new signage and advertising options to the Auto Mall through the digital sign.
Table 4• CEQA Strategic Plan Alignment and Public Notification & Community Outreach,
CECA, Strategic Plan Ali nment,;and'Public Notification &CbmmunityOutreach
CEQA
CEQA7ype
Cate orical Exemption Section 15311
Document Type
Existing Facilities ER No. 2017-107
Class 11 exemptions apply to accessory structures. The proposed sign is a
replacement of an existing pylon sign which is located 10 feet.south of the proposed
Reason(s)
location. As the new sign will only be a replacement and is partof a larger auto mall
Exempt or Analysis
development and no other building expansion being proposed, this accessory
structure will not result in a substantive change to the site.
Strategic Plan •Ali g ninerit
Approval of this item supports the City's efforts to meet Goal No.3 (Economic
Goal(s) and
Development) Objective No. 2 of creating new opportunities for business/job-growth
Policy(s),
and encourage private development through new General Plan and.Zoning
Ordinance policies.
75A-7
Zoning Ordinance -Amendment No. 2017-03
.September 25, 2017
Page 4
Public Notification & Community- Outreach
A public noticed was posted on the project site on September 15, 2017.
Required Measures Notification by mail was mailed to all property owners and occupants within 500 -feet
Of the project site on September 15; 2017.
Newspaper posting was published in the Orange County Reporter on September
15, 2017.
Conclusion
The proposed action would amend Specific Development (SD) No. 60.
provided within this report, staff recommends that the Planning Commission
Council approve Zoning Ordinance Amendment. No. 2017-03.
Ivan Orozco .v
Assistant Planner
tO.jm
M.TlanningCommisslon11505AutoMall 1ZOA2017-03.pc
Exhibits 1. Vicinity Zoning and Aerial View
2. Site Plan
3. Site Photo
4. Sign Elevations
5. Ordinance
75A-8
Based on the analysis
recommend that the City
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AMENDEMENTTO SPECIFIC DEVELOPMENT NO. 60
1505 SOUTH AUTO MALL DRIVE
EXHIBIT 2
75A-10
ZOA NO. 2017-03
AMENDEMENTTO SPECIFIC DEVELOPMENT NO. 60
1505 SOUTH AUTO MALL DRIVE
EXHIBIT 3
75A-11
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AMENDEMENTTO SPECIFIC DEVELOPMENT NO. 60
1505 SOUTH AUTO MALL DRIVE
EXHIBIT 4
75A-12
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1505 SOUTH AUTO MALL DRIVE
EXHIBIT 4
75A-12
LS 925.17
ORDINANCE NO. NS -XXX
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF SANTA ANA APPROVING AN AMENDMENT TO
PROVISIONS OF SPECIFIC DEVELOPMENT (SD) NO. 60;
PERTAINING TO THE SANTA ANA AUTO MALL,
RELATING TO THE SIGNAGE REQUIREMENTS
THE CITY .COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN•,AS'
FOLLOWS:
'Section 1. Th.e,City Councilof the City of Santa. Ana hereby finds,•deterrnines
and declares as follows:
.A. In a continuing effort to establish high-quality development' standards and
to create a user friendly environment for the business community within the city, the.
applicant is requesting that the existing .signage requirements for Specific: Development
(SD):No. 60 be revised in order to construct a. new75-foot'tall full color electronic digital
messeige'board..
B. After a :thorough analysis of the signage code requirements for Specific
Development (SD) No. 60, -specifically Section 8 m
(A) of the zoning docuent, staff
identified the applicant's request to revise the allowed signage type, ,the maximum
allowed height and maximum allowed sign face square footage for a pylon sign
dedicated to the Santa 'Ana Auto Mall development site. The proposed changes to the
allowed signage requirements for a pylon sign enable the City to implement a regulatory
framework that both ,protects the health; safety, and welfare of the city and offers
.alternative forms of business growth .and identification 'for business operators and
o
developers. Staff analyzed several projects With similar characteristics including physical
construction of large pylon signs in automobile dealerships or other commercial uses that
have already provided signage of this extent. In addition to allowing a taller and larger
pylon sign, the applicant has also requested that the construction of the sign•allow for a full
color digital electronic message displaysign. By making this change, staff guarantees that
the proposed sign will meet all applicable development standards set forth`in the Specific
Development No. 60.
C. Section8 of Specific Development (SD) No. 60 describes•all signage types
allowed and addresses the signage requirements for each type of sign. Currently the
applicant is only requesting to modify Section 8(A)(1) through Section 8(A)(4) which state
that a proposed electronic reader board pylon.sign can have a maximum height'of 70 feet
and,a maximum"face area square footage of 835 square feet. The applicant has requested-
that
equestedthat signage requirements for a pylon sign consider the 'installation of an electronic full
Ordinance No. NS -XXX
EXHIBIT 5 Page 1 of 4
75A-13
color digital electronic message display sign and be allowed a maximum height of 75 feet
with the face area square footage Maxim um. allowed being 1,200 square feet, In an effort
to. provide a modem approach to signage and considering the recent remodeling of the
majority of automobile dealerships within the Santa Ana Auto Mall, staff has also revised
Section 8(A)(4) to be removed in its entirety. The last sub -section allowedfor individual
dealerships to place •a'logo or manufacturer's product name on the solid,portion of the
Pylon structure. The determination was made to remove such sub -section in order to
guaranteethat a clean, sleek, and full color digital electronic message display sign will
complete the look'forthe Auto Mall that proJides'an industrial, Modem style.
D. On September 25, '2017 the Planning Commission 'held 'a. duly noticed
,public hearing on Zoning Ordinance Amendment 2017-03.
E. The City Council has held,a noticed public hearing on this Ordinanceand
has. considered all,testimony, presented .thereto:
THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES HEREBY ORDAIN AS
FOLLOWS:
Section 2: In orderto implement a regulatory framework that both protects the health,
safety, and welfare of. the :city and promotes business growth for business operators and
developers, Section 8 of the Specific• Development ,(SD) No..- 60 is hereby. amended such that it
reads as follows:
&&tion B. Signage Requirements.
A. Electronic Reader-E3eaFd Pylon Sign..
1. One full, color -digital electronic message
display sign for the.Santa An Auto Mall shall be permitted
along the Newooit-Costa Mesa Freeway (SR -55):, The sign shall
be located on parcel 6 or parcel7 per Exhibit A.
2. The maximum'height of the readier board sign shall 6e 7-
0 75
feet •in , height:
3. The maximurri square footage.of the dig_ ital sign face shall be up
Lo 9W 1:200.square feet.
4, Thliep s, the area feF. .. �.. a i a I h
limit eitheF the registeFe4 lege er t
, PFGd Gt .. QGIGFS utilized shall be the t
;31k�2-BF�126k.
brd_ina_ nce _No.'NS-XXX
Page 2 of 4
75A-14
Section 3. .In accordance with the California Environmental Quality Act (CEQA)
the recommended action is .exempt from CEQA per•Section 15311. This exemption
applies to accessory structures. The proposed sign ,is a direct replacement of an
existing pylon sign which is located Just ten feet:south of the proposed ilocation. As the
new sign will only be a replacement and is.part of a larger,auto mall development with
no other building expansion being proposed, this accessory"structure will not result in a
substantive change to the site. Categorical Exemption'No. ER 2017-107 will be filed for
'this' project.
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 anv
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
APPROVED AS TO. FORM:.
Sonia R. Carvalho
City-Attomey
By:
Lisa Storck
Assistant Ciity-Attorney
AYES`.
NOES:'.
ABSTAIN:
NOT PRESENT:
Councilmerribers
Councilmembers.-
Councilmembers
,Council members
2017.
Miguei A: Pulido.
Mayor
75A-15
Ordinance No. NS -XXX
Page 3 of 4
CERTIFICATE.OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the
attached Ordinance No. NS -XXX .to, be the original ordinance adopted by the City
Council of the City of Santa Ana .on . and that said ordinance. was
published in accordance with the Charter of the City of Santa Ana.
.Date:
Clerk• of the Council
City of Santa Ana
Ordinance No. NS -XXX
Page..4 of 4
75A-16
LS 9.25.17
ORDINANCE NO. NS -XXX
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF SANTA ANA APPROVING AN AMENDMENT TO
PROVISIONS OF SPECIFIC DEVELOPMENT (SD) NO. 60,
PERTAINING TO THE SANTA ANA AUTO MALL
RELATING TO THE SIGNAGE REQUIREMENTS
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. In a continuing effort to establish high-quality development standards and
to create a user friendly environment for the business community within the city, the
applicant is requesting that the existing signage requirements for Specific Development
(SD) No. 60 be revised in order to construct a new 75 -foot tall full color electronic digital
message board.
B. After a thorough analysis of the signage code requirements for Specific
Development (SD) No. 60, specifically Section 8(A) of the zoning document, staff
identified the applicant's request to revise the allowed signage type, the maximum
allowed height and maximum allowed sign face square footage for a pylon sign
dedicated to the Santa Ana Auto Mall development site. The proposed changes to the
allowed signage requirements for a pylon sign enable the City to implement a regulatory
framework that both protects the health, safety, and welfare of the city and offers
alternative forms of business growth and identification for business operators and
developers. Staff analyzed several projects with similar characteristics including physical
construction of large pylon signs in automobile dealerships or other commercial uses that
have already provided signage of this extent. In addition to allowing a taller and larger
pylon sign, the applicant has also requested that the construction of the sign allow for a full
color digital electronic message display sign. By making this change, staff guarantees that
the proposed sign will meet all applicable development standards set forth in the Specific
Development No. 60.
C. Section 8 of Specific Development (SD) No. 60 describes all signage types
allowed and addresses the signage requirements for each type of sign. Currently the
applicant is only requesting to modify Section 8(A)(1) through Section 8(A)(4) which state
that a proposed electronic reader board pylon sign can have a maximum height of 70 feet
and a maximum face area square footage of 835 square feet. The applicant has requested
that signage requirements for a pylon sign consider the installation of an electronic full
Ordinance No. NS -XXX
Page 1 of 4
Exhibit 8
75A-17
color digital electronic message display sign and be allowed a maximum height of 75 feet
with the face area square footage maximum allowed being 1,200 square feet. In an effort
to provide a modern approach to signage and considering the recent remodeling of the
majority of automobile dealerships within the Santa Ana Auto Mall, staff has also revised
Section 8(A)(4) to be removed in its entirety. The last sub -section allowed for individual
dealerships to place a logo or manufacturer's product name on the solid portion of the
pylon structure. The determination was made to remove such sub -section in order to
guarantee that a clean, sleek, and full color digital electronic message display sign will
complete the look for the Auto Mall that provides an industrial modem style.
D. On September 25, 2017 the Planning Commission held a duly noticed
public hearing on Zoning Ordinance Amendment 2017-03.
E. The City Council has held a noticed public hearing on this Ordinance and
has considered all testimony presented thereto.
THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES HEREBY ORDAIN AS
FOLLOWS:
Section 2: In order to implement a regulatory framework that both protects the health,
safety, and welfare of the city and promotes business growth for business operators and
developers, Section 8 of the Specific Development (SD) No. 60 is hereby amended such that it
reads as follows:
Section 8. Signage Requirements.
A. Electronic Reader-SeaFd Pylon Sign.
1. One elPctrc^;c read-e-FbeaFd full color digital electronic message
display sign for the Santa Ana Auto Mall shall be permitted
along the Newpoft-Costa Mesa Freeway (SR -55). The sign shall
be located on parcel 6 or parcel 7 per Exhibit A.
2. The maximum height of the reader board sign shall be 7&75
feet in height.
3. The maximum square footage of the digital sign face shall be up
Lo 8351,200 square feet.
4.
redYGt
Y hl, Lq Ar ^I'
bR.
Ordinance No. NS -XXX
Page 2 of 4
75A-18
Section 3. In accordance with the California Environmental Quality Act (CEQA)
the recommended action is exempt from CEQA per Section 15311. This exemption
applies to accessory structures. The proposed sign is a direct replacement of an
existing pylon sign which is located just ten feet south of the proposed location. As the
new sign will only be a replacement and is part of a larger auto mall development with
no other building expansion being proposed, this accessory structure will not result in a
substantive change to the site. Categorical Exemption No. ER 2017-107 will be filed for
this project.
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
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney �¢
By: a `.EJ';i--
Lisa Storck
Assistant City Attorney
AYES: Councilmembers
NOES: Councilmembers
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers
Ordinance No. NS -XXX
Page 3 of 4
75A-19
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the
attached Ordinance No. NS -XXX to be the original ordinance adopted by the City
Council of the City of Santa Ana on , and that said ordinance was
published in accordance with the Charter of the City of Santa Ana.
Date:
Clerk of the Council
City of Santa Ana
75A-20
Ordinance No. NS -XXX
Page 4 of 4
SALES TAX LOAN AGREEMENT
This SALES TAX LOAN AGREEMENT ("Agreement") is made and entered into this
day of November, 2017, by and between the Santa Ana Auto Mall Dealers Association, LLC, a
California limited liability company ("Auto Mall"), 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. Sales tax assistance is an economic development tool used to encourage the
development or upgrade of businesses that create additional sales tax for a City. The purpose of
this Agreement is to help pay the costs of installing a new 75 -foot tall double face digital
illuminated pylon sign at the Santa Ana Auto Mall located at 1505 South Auto Mall Drive.
B. The City has maintained a long and successful relationship with the Auto Mall for
almost forty years. During that time the Auto Mall has become a regional destination in purchasing
and/or leasing vehicles. As a result of the successful business environment for the Auto Mall, it
has been a high performing Sales Tax generator for the City.
C. During the past five years, the Auto Mall has undergone extensive renovation of
its facilities, which include modernization of the various components of the existing dealers for
consumers as well as expansion of its inventory base. Also it has attracted new franchises /
dealers to the Auto Mall expanding their vehicle selection. This recent investment has allowed
the Auto Mall to remain competitive with other nearby dealers and has provided for future increase
in the amount of vehicles to be sold/leased resulting in both higher revenue and greater sales tax
for the City.
D. In order to continue leveraging the investment of its dealers, the Auto Mall
approached the City to assist with the purchase and installation of a new double face digital
illuminated pylon sign at the Santa Ana Auto Mall ("Sign"). The Sign will have a total height of 75
feet and a maximum signable area of 1,200 square feet. The Sign will contain up -to date LED
technology and disclose the various dealers in business at the Auto Mall along with the various
incentives for prospective buyers. A true and correct copy of Auto Mall's initial request letter to
the City is attached hereto as Exhibit A and incorporated herein by reference.
E. The Sign will be utilized as the primary advertising medium for the Auto Mall,
reaching approximately 250,000 vehicles a day traversing on the 55 freeway. The Sign will help
provide an enhanced method of business identification and advertising and will contribute to the
community and the City by advertising the Auto Mall regionally. The Auto Mall recognizes that
the current sign is obsolete in nature and the new Sign will help ensure that the Auto Mall remains
competitive to other automobile centers in the area.
F. Electric Media, Inc. ("EMI") is the vendor designated by the Auto Mall to demolish
the existing sign, and install the new Sign. The City's sole responsibility as part of this Agreement
is to furnish payment to EMI on behalf of the Auto Mall. Subsequently, the Auto Mall will be
responsible for the operation, maintenance and liability of the Sign. The total Sign costs will be
$1,032,948.00. A true and correct copy of EMI's purchase order is attached herewith as Exhibit
B and incorporated herein by reference.
Exhibit C
75A-21
G. The Auto Mall will be responsible for repaying the Loan Amount to the City over 10
years. Each year the Auto Mall will receive credit for 50% of the new sales tax revenue generated
to the City over the base year (calendar year 2016), which will be applied as a yearly repayment
of the Loan Amount. At the end of 10 years of Loan Repayments, the remaining Loan Amount, if
any, will be due and payable by the Auto Mall to the City.
H. Additionally, the Auto Mail has agreed to provide the City access to space on the
Sign for the purpose of marketing City sponsored events (e.g. Council or Commission or Special
events). The programming would assist in increasing notification efforts of the public for City
business and recreational events.
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:
DEFINED TERMS,
The following terms when used in this Agreement shall have the meanings set forth below:
"Base Year" shall mean January 1, 2016, through December 31, 2016.
"Commencement Date" shall mean the date on which EMI completes the Sign
installation, as set forth in a written notice from Auto Mall to the City. The parties anticipate that
such work will take approximately 90-120 days to complete.
"Contract Year" shall mean the period from January 1 to December 31 during each year
of the Operating Period. For the purposes of this Agreement, the first Contract Year ends on
December 31, 2018.
"Covered Parties" shall mean the City and its elected and appointed boards, members,
officials, officers, agents, representatives, employees and volunteers.
"Effective Date" shall mean the date first written on page 1 of this Agreement.
"Loan Amount" shall mean the amount paid by the City to EMI, on behalf of the Auto Mall,
for the delivery and installation of a new 75 -foot tall double face digital illuminated pylon Sign at
the Santa Ana Auto Mall, which shall not exceed $1,032,948.00, pursuant to the terms of the EMI
purchase order attached hereto as Exhibit B, plus an interest rate of 0.92%, which is the California
Local Agency Investment Fund ("LAIF") rate of return as of June 30, 2017. The interest rate
(0.92%) will be applied to the remaining loan balance after the annual repayment on an annual
basis.
"Loan Repayment" shall mean the amounts to be credited by the City to the Auto Mall for
repayment of the Loan Amount. The credit shall be calculated as 50% of the new sales tax
revenue generated to the City by the Auto Mall over the base year. The base year shall be
calendar year 2016, in which the City received $2,483,889.00 in sales tax revenue from the Auto
Mall. The credits shall continue for 10 years from calendar year 2018 through calendar year 2027.
At the end of the 10 years, the Auto Mall shall be responsible for payment of any remaining Loan
Amount and accrued interest, if any, to the City.
"Operating Period" shall mean the period commencing as of the Commencement Date,
and continuing until and expiring after ten (10) years.
75A-22
"Required Operations" shall collectively refer to the following on and with respect to Auto
Mall dealerships conducting automotive retail sales and service operations in the City: (i) Auto
Mall shall have dealerships as its members which own or lease facilities in the City to allow the
automotive retail sales and service operations to be conducted; and (ii) Auto Mall shall have
dealerships as its members which operate automotive retail sales and service operations within
the corporate boundaries of the City.
"Sates Tax(es)" means that portion of taxes that is allocated, paid to, and actually received
by City from the imposition of the Bradley -Burns Uniform Sales and Use Tax law (commencing
with Section 7200 of the California Revenue and Taxation Code), or any successor law thereto,
arising from all taxable sales transactions, occurring from Required Operations conducted by Auto
Mall dealerships within the City during the Operating Period. "Sales Tax" shall not include sales
tax revenues that are provided to a city based upon a special election and are limited to be used
for a specified governmental function or functions.
"Sales Tax Reports" shall include, for each Contract Year: (t) a statement identifying the
amount of Sales Tax paid by Auto Mall dealerships from Required Operations within the City
during the Contract Year; and, (ii) copies of all statements and reports filed with the State Board
of Equalization.
SALES TAX LOAN.
2.1 Loan Amount. On behalf of the Auto Mall, the City shall make payment to EMI in
an amount not to exceed $1,032,948.00 ("Loan Amount") for the delivery and installation of a
new 75 -foot tall double face digital illuminated pylon Sign at the Santa Ana Auto Mall, including
the demolition and removal of the old sign, pursuant to the terms of the EMI purchase order
attached hereto as Exhibit B. The City shall not be responsible for any other payments, expenses,
or change orders beyond the Loan Amount.
2.1.1 Interest Rate. The Loan Amount shall include an Interest rate of
0.92°/x, which is the California Local Agency Investment Fund ("LAIF') rate of return as of June
30, 2017.
2.2 Repayment of Loan Amount to City.
2.2.1 Calculation of Auto Mall Consideration. The Auto Mall will be
responsible for repaying the Loan Amount, including interest, to the City. Each Contract Year the
Auto Mall will receive Loan Repayment credit for 50% of the new sales tax revenue generated to
the City over the base year, which will be applied as a yearly repayment of the Loan Amount. The
base year shall be calendar year 2016, in which the City received two -million, four -hundred and
eighty-three thousand, and eight -hundred and eighty-nine dollars ($2,483,889.00) in sales tax
revenue from the Auto Mall. At the end of 10 Contract Years of repayments, commencing with
calendar year 2018 and continuing through calendar year 2027, the remaining Loan Amount not
covered by the Loan Repayments, if any, will be due and payable by the Auto Mall to the City.
2.2.1.1 Subject to Paragraph 2.1.1.2 below, for Required
Operations conducted by Auto Mall dealerships in the Operating Period, the Auto Mall shall
receive Loan Repayment credit toward the Loan Amount based on the actual net amount of Sales
Tax directly received by the City from the State Board of Equalization during that Contract Year.
Subject to the terms of Section 2.1.2, the Loan Repayments for each Contract Year shall be
75A-23
applied to Loan Amount in a single calculation within ninety (90) days following the end of that
Contract Year.
2.2.1.2 Loan Repayments shall be applied to the Loan Amount from
any source of funds legally available to City. in this regard, it is understood and agreed that the
Sales Tax from the Auto Mall's Required Operations in the City is being used merely as a measure
of the amount of Loan Repayments that are periodically applied by the City to the Loan Amount,
and that City does not and legally cannot pledge any portion of that Sales Tax to Auto Mall.
2.2.1.3 Once the City receives the sales tax from the Auto Mall, the
entire amount of the sales tax revenue will remain with the City. No sales tax will be paid or
credited back to the Auto Mall from the City as part of this Agreement.
2.2.1.4 City shall analyze the Loan Repayments after five (5) years,
in November of 2022, and return to the City Council to provide an update on the sufficiency of the
Loan Repayments and the remainder of the Loan Amount.
2.2.2 Repayment Procedure.
2.2.2.1 After the end of each Contract Year, and no later than one
hundred and twenty (120) days after the Auto Mall dealerships' payment of the Sales Tax to the
State Board of Equalization for that Contract Year, Auto Mall shall submit to City the Sales Tax
Reports for the preceding Contract Year and a written request for application of the Loan
Repayment amount for said Calendar Year to the Loan Amount. Any delay shall not constitute
either a breach of this Agreement or a waiver of Auto Mall's right to receive Loan Repayment
credit under this Agreement, but may result in a delay in the City's application of the Loan
Repayment to the extent that such delay by Auto Mall causes the City to be unable to meet its
obligations in a timely manner.
2.2.2.2 Calculation of the Loan Repayment amount determined by
City to be credited to Auto Mall for each Contract Year shall be made by City within ninety (90)
days after the later of the following: (i) Auto Mall's submission of its completed Loan Repayment
request; and (ii) City's verification, based upon corroborating information provided to City by either
the State Board of Equalization and/or a sales tax consultant retained by City, that City has
received the Sales Tax attributable to sales from all Required Operations within the City for the
applicable Contract Year. Any disapproval by City of an Auto Mall Loan Repayment request shall
state in writing the reasons for disapproval and shall be provided to Auto Mall within fifteen (15)
days after City has received information necessary to make the determination that the Loan
Repayment request cannot be approved. City agrees to expeditiously process Auto Mall's
requests for Loan Repayment. Auto Mall expressly understands that nothing contained in this
Agreement shall obligate or otherwise commit City to apply the Loan Repayment for a Contract
Year unless and until City receives reasonably satisfactory verification that City has received the
Sales Tax attributable to sales from the Required Operations in the City for that Contract Year.
2.2.2.3 In the event that the State Board of Equalization conducts a
review or audit of Auto Mall's Required Operations or Sales Tax payments during the Operating
Period that results in an actual and final loss or reduction of monies that City has already applied
to the Loan Repayment for one or more Contract Years, or in the event that Auto Mall amends
any sales tax returns that causes a reduction in the Sales Tax due to the City for one or more
Contract Years, the City shall recalculate the Loan Repayment accordingly. In the event that the
State Board of Equalization conducts a review or audit of Auto Mall's Required Operations or
4
75A-24
Sales Tax payments during the Operating Period that results in an increase of Sales Tax that
Auto Mall must pay for one or more Contract Years, or in the event that Auto Mall amends any
sales tax returns that causes an increase in the Sales Tax due for one of more Contract Years,
Auto Mall shall inform the City and the City shall commensurately increase the Loan Repayment
credited to Auto Mall. The provisions of this paragraph shall survive the termination of this
Agreement.
2.2.2.4 The parties acknowledge that certain payments of Sales
Tax received by City may be based on estimates and that such amounts will be periodically
reduced or increased by the State Board of Equalization to reflect the actual amount of Sales Tax
owed to City. The Loan Repayments shall be adjusted accordingly as necessary to conform to
such reconciliations. The adjustment shall be made within sixty (60) days through any necessary
recalculation. Within thirty (30) days of a written request by Auto Mall, the City shall provide Auto
Mall with documentation to substantiate the adjustment of the Loan Repayment(s).
2.2.2.5 Within ninety (90) days following the end of each Contract
Year, the City may conduct an accounting of all of Auto Mall's Sales Tax Reports and Sales Tax
payments during the immediately preceding Contract Year, and the amount of the Loan
Repayments applied to Auto Mall during that immediately preceding calendar year. However, the
City may also conduct such an accounting at any time by giving thirty (30) days written notice in
the event that facts or circumstances arise, such as change in operations, change of ownership
or business entity status, which can impact the method or amount of Auto Mall's Sales Tax
Reporting or Payments. The City shall provide Auto Mall a copy of that accounting and
reconciliation upon its completion. In the event that the accounting and reconciliation identifies a
disparity between the Required Operations, Auto Mall's Sales Tax payments, or Loan
Repayments during that immediately preceding calendar year, appropriate adjustments shall be
made within sixty (60) days.
2.2.3 No Acceleration. It is acknowledged by the parties that any Loan
Repayments by City provided for in this Agreement may only be applied for those periods in which
City receives the performance of Auto Mall pursuant to this Agreement. Therefore, the failure of
City to apply any Loan Repayments or the failure by City to perform any of its other obligations
hereunder shall not cause the acceleration of any anticipated future Loan Repayments by City.
2.3 Conditions Precedent to City's Obligations. City's obligation to perform hereunder,
including without limitation its obligation to apply the Loan Repayment pursuant to Section 2.1 of
this Agreement, shall be contingent and conditional upon Auto Mall's full and satisfactory
performance of its obligations set forth in this Agreement. Notwithstanding the foregoing, any
delay by Auto Mall in sending reports or other information to the City, or the existence of
inadvertent errors in reports or information sent by Auto Mall to the City, shall not constitute either
a breach of this Agreement or a waiver of Auto Mall's right to receive credit for the Loan
Repayments under this Agreement. However, such delay or error by Auto Mall may result in a
delay in the City's calculation of Loan Repayments to the extent that such delay or error by Auto
Mall causes the City to be unable to meet its obligations on a timely basis.
2.4 Disclosure of Payments. Auto Mall agrees that the calculation of Loan
Repayments and the amounts thereof do not constitute a violation of Revenue and Taxation Code
Section 7056 or any other provision of law pertaining to the disclosure of sales tax information,
shall be a matter of public record, may be disclosed to any person, and may be included on the
City's warrant register. Auto Mall waives any law that is contrary to any of the agreements in this
Section 2.4.
75A-25
2.5 City Facilitation of Site Improvements. The City shall take commercially
reasonable steps to expedite the review and processing of building permits, certificates of
occupancy and final instruction, and other permits, approvals and entitlements needed by Auto
Mall in connection with the installation of the Sign.
AUTO MALL OBLIGATIONS.
3.1 Operating Agreement Continuous Operation. The Auto Mall hereby covenants
and agrees to continuously conduct or cause to be conducted Required Operations within the
City during the entire Operating Period. Such continuous operations shall be subject to the force
majeure provisions of Section 5.11 hereof. Notwithstanding any provision of this Agreement to
the contrary, nothing contained herein shall restrict or prevent any member of the Auto Mall from
closing or relocating its dealership or transferring or selling its dealership property or business.
Further, provided, that any such closing, relocation, transfer or sale shall not constitute an event
of default under this Agreement provided that at least one automotive dealership that is a member
of the Auto Mall continues to perform the Required Operations.
3.2 Maximization of Sales Tax. At all times during the Operating Period, the Auto Mall
shall designate its dealerships and sales offices in the City as the point of sale for sales and use
tax purposes in all automotive retail sales and service operations that originate from within the
City.
3.3 Payment of Taxes. The Auto Mall dealers shall pay or cause to be paid any and
all taxes applicable to or arising out of the lease, operation and/or use of its dealerships and sales
offices in the City, including, without limitation, all taxes attributable to sales occurring at such
offices, except that the Auto Mall dealers retain the right to protest and contest County of Orange
decisions related to the value of its interest in any property or leasehold. The Auto Mall dealers
shall make or cause to be made timely sales and use tax payments to the State Board of
Equalization, except that the Auto Mall dealers retain the right to protest and contest State Board
of Equalization assessments or decisions that it believes to be erroneous.
3.4 Compliance with Laws. Subject to the Auto Mall dealers' right to contest same,
the Auto Mall dealers shall conduct or cause to be conducted all activities within the City and shall
perform its obligations under this Agreement in conformity with all applicable federal, state, and
local laws, ordinances, and regulations. Nothing in this Agreement is a representation or warranty
by City that any construction work performed by EMI within the City on or after the date of this
Agreement is not a public work as defined in Labor Code Sections 1720, et seq., including but
not limited to Sections 1771 and 1781.
3.5 Title and Ownership of Sion. The Auto Mall shall own and take full responsibility
for the operation and maintenance of the Sign. City acknowledges and agrees that title to the
Sign shall be vested exclusively in the Auto Mall immediately upon City's payment to EMI in the
amount set forth in Recital F. Upon City's payment to EMI, City will cooperate with Auto Mall
regarding any documents that may be reasonably necessary in order to vest title to the Sign with
the Auto Mall.
3.6 City Time on Sign. The Auto Mall shall provide the City access to digital space on
the Sign for the purpose of marketing City sponsored events (e.g. Council or Commission or
Special events). The Auto Mall shall dedicate 10% of its advertising time on the Sign (e.g. six
minutes per hour) to City sponsored events provided by the City. The provisions of this paragraph
shall survive the termination of this Agreement.
75A-26
4. TERM.
4.1 This Agreement shall commence on the Commencement Date and terminate on
March 31, 2028, unless terminated earlier in accordance with Section 5, below. The Term of this
Agreement may be extended for the purpose of completing final calculations only, if necessary,
upon a writing approved and executed by the City Manager, City Attorney, and the representative
for the Auto Mall.
5. TERMINATION RIGHTS.
5.1 City Termination Rights. Subject to the force majeure provisions of Section 6.12
below, Cityshall have the right to terminate this Agreement if, following the Commencement Date,
Required Operations are not conducted within the City by at least one dealership who is a member
of the Auto Mall for a period of ninety (90) consecutive days. If the City terminates the Agreement
pursuant to this Section 5. 1, any remaining balance of the Loan Amount and accrued interest
shall be immediately due and payable from the Auto Mall to the City.
5.2 Auto Mall Termination Rights. Auto Mall may terminate this Agreement for any
reason, or no reason, upon one hundred and eighty (180) days written notice to the City, at which
point, any remaining balance of the Loan Amount and accrued interest shall be immediately due
and payable from the Auto Mall to the City.
5.3 Mutual Termination Rights. City makes no representation or warranty to Auto Mall
as to the legality of the Loan Repayments or the City's authority to make such Loan Repayments.
In the event that a final, non -appealable judgment or decree is rendered against City invalidating
its Loan Repayment obligations set forth in this Agreement, either City or Auto Mall may terminate
this Agreement by delivery of written notice of termination to the other party, and any remaining
balance of the Loan Amount and accrued interest shall be immediately due and payable from the
Auto Mall to the City.
6. GENERAL PROVISIONS.
6.1 Incorporation of Recitals. The recitals to this Agreement are deemed by the parties
to be true and correct and are hereby incorporated into the Agreement by this reference.
6.2 Entire Agreement. and Amendments. This Agreement incorporates all of the terms
and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and
previous agreements between the parties with respect to the subject matter hereof. Any
amendment or modification to this Agreement must be in writing and executed by Auto Mall and
City.
6.3 Limitations on City's Liability. Auto Mall and City acknowledge and agree that:
6.3.1 The relationship between Auto Mall and City pursuant to this
Agreement is and shall remain solely that of contracting parties, and City and Auto Mall neither
undertakes nor assumes any responsibility pursuant to this Agreement to review, inspect,
supervise, approve, or Inform the other party of any matter in connection with this Agreement or
the Required Operations, except as required by the terms of this Agreement;
6.3.2 City shall not be directly or indirectly liable or responsible for any
loss or injury of any kind to any person or property, except to the extent proximately caused by
75A-27
City's active negligence or intentional misconduct, resulting or in any way arising from: (a) any
defect in any building, grading, landscaping, or other onsite or offsite improvement; (b) any act or
omission of Auto Mall or any of Auto Mall's agents, employees, independent contractors,
licensees, sub lessees or invitees; or (c) any accident at the Auto Mall facility, or any fire or other
casualty or hazard thereon; and
6.3.3 By accepting or approving anything required to be performed or
given to City under this Agreement, City shall not be deemed to have warranted or represented
the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a
warranty or representation by City to anyone.
6.4 Interpretation: Governing Law; Venue. This Agreement shall be construed
according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be
construed in accordance with the laws of the State of California, without regard to conflict of law
principles. All legal actions must be instituted and maintained in the Superior Court of the County
of Orange, State of California, or in any other appropriate court in that County.
6.5 Severability. If any term, provision, agreement, or condition of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of
this Agreement shall not be affected thereby to the extent such remaining provisions are not
rendered impractical to perform taking into consideration the purposes of this Agreement.
6.6 Binding Effect Successors and Assigns. This Agreement shall be binding upon,
and inure to the benefit of, the parties hereto and their respective successors and assigns.
6.7 Notices. All notices and other communication required under this Agreement shall
be in writing and shall be delivered by either: (i) personal delivery, (ii) reliable courier service that
provides a receipt showing date and time of delivery, (iii) registered or certified U.S. Mail, postage
prepaid, return receipt requested, or (iv) facsimile. Notices shall be addressed to the respective
parties as set forth below or to such other address and to such other persons as the parties may
hereafter designate by written notice to the other party hereto:
To City: City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, CA 92702
Attn: City Manager
Facsimile: (714) 647-6954
To Auto Mall: Santa Ana Auto Mall Dealers Association, LLC
c/o Premier Property Management
25108 Marguerite Parkway #A-262
Mission Viejo, CA 92692
Email: emilybenedick@gmail.com
Each notice shall be deemed delivered on the date delivered if by personal delivery or by
overnight courier service, on the date of receipt as disclosed on the return receipt if by mail, or on
the date of transmission with confirmed successful transmission and receipt if by facsimile. By
giving to the other party written notice as provided above, the parties to this Agreement shall have
75A-28
the right from time to time, and at any time during the term of this Agreement, to change their
respective addresses or contact persons.
6.8 Representations and Warranties. As a material inducement to City's entry into this
Agreement, Auto Mall represents and warrants to City that (i) Auto Mall has the full power and
authority to enter into and perform under this Agreement; and (ii) all authorizations and approvals
required to make this Agreement binding upon Auto Mall have been duly obtained. As a material
inducement to Auto Mall's entry into this Agreement, City represents and warrants to Auto Mall
that, subject to and limited by the provisions of Section 5.2: (i) City has the full power and authority
to enter into and perform under this Agreement; and, (ii) all authorizations and approvals required
to make this Agreement binding upon City have been duly obtained.
6.9 Litigation Expenses. If either of the parties institutes any legal action against the
other in connection with any controversy related to, concerning or arising out of this Agreement,
or any facts based upon or involving this Agreement, then the prevailing party, whether in court,
through mediation, arbitration or by way of out-of-court settlement, shall be entitled to recover
from the non -prevailing party such prevailing party's reasonable attorneys' fees, court costs,
expert witness fees and other expenses relating to such controversy, including such fees, costs
and expenses on appeal, if any; and the arbitrator(s), if any, is hereby authorized to make such
an award to the prevailing party in arbitration.
6.10 Termination. In the event this Agreement terminates, no termination shall release
any party in default and this Agreement shall survive for purposes of allowing a party to enforce
its rights and remedies under this Agreement in the event of a default. All indemnification
provisions and any other provision that by its nature cannot be performed during the term of this
Agreement shall survive the termination of this Agreement.
6.11 Defense of Third Party Claims. To the fullest extent permitted by law, Auto Mall
shall indemnify, defend and hold harmless the City, its officers, agents, and employees from and
against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and
costs in the event that a third party files litigation challenging the validity or enforceability of this
Agreement, or any Loan Repayments. The City and Auto Mall may jointly defend the Agreement
and/or Loan Repayments. The Auto Mall's obligation to defend, hold harmless and indemnify is
contingent on the City cooperating in the defense of the action throughout the litigation, and
entering into a mutually agreeable Joint Defense Agreement, although the Auto Mall will be
responsible for any and all costs and fees related to any such defense.
6.12 Force Majeure. The obligations by either party hereunder shall not be deemed in
default and times for performance hereunder shall be extended where delays are caused by
fire/casualty losses; strikes, riots or war; litigation; unusually severe weather; inability to secure
necessary labor, materials or tools because of a shortage in the market; delays of any contractor,
subcontractor or supplier; unjustified acts or failure to act by City in the processing or approval of
plans or permits or inspection or approvals of improvements; acts of God, or other similar causes
without the fault and beyond the reasonable control of the party, despite the party's diligent efforts
(collectively, "force majeure"), if written notice is provided to the other party within a reasonable
period following commencement of any such circumstances and, provided further; that the
extension of time shall be only for the period of the force majeure delay. Adverse market
conditions or the inability to obtain financing shall not constitute an event of force majeure.
75A-29
6.13 Counterparts. This Agreement may be executed in two or more counterparts, each
of which when so executed and delivered shall be deemed an original and all of which, when
taken together, shall constitute one and the same instrument.
10
75A-30
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA
MARIA D. HUIZAR
Clerk of the Council Raul ManGodager 11
g
City Manager
APPROVED AS TO FORM:
SONIA
City AA
By: IL
Ryan O.
RECOMMENDED FOR APPROVAL:
FRANCISCO GUTIERREZ
Executive Director
Finance and Management Services
75A-31
SANTA ANA AUTO MALL DEALERS ASSOCIATION, LLC
Jim Speck
Volvo of Orange County
George Raysik — Secretary and Treasurer
PAG Santa Ana B1, LLC d/b/a
Crevier BMW
George Raysik— Secretary and Treasurer
PAG Santa Ana AVW, Inc. d/b/a
Audi South Coast
George Raysik— Secretary and Treasurer
PAG Orange County S1, Inc. d/b/a
Subaru Orange Coast
12
Derrick Van Nieulande
Freeway Honda
George Raysik— Secretary and Treasurer
PAG Santa Ana B1, LLC d/b/a
Crevier Mini
George Raysik— Secretary and Treasurer
PAG Santa Ana AVW, Inc. d/b/a
Volkswagen South Coast
George Raysik— Secretary and Treasurer
PAG Orange County L1, Inc, d/b/a
Lincoln South Coast
75A-32
EXHIBIT A
Santa Ana Auto Mall Dealers Association Initial
Request Letter
13
75A-33
SANTA AN, {A AUTO MALL DEALERS ASSOCIATi TON; LLC
C!0 Premier Property Management ♦ 25108 Marguerite Parkway #A-2621 Mission Viejo, CA 92692
0: 949.837.2701 D: 714.348.0002 E: emilybenedick@gmail.com
August 28, 2017
City Council
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
RE: Santa Ana Auto Mall Freeway Sign Upgrade for Increased Revenue
Dear Honorable Mayor and City Council Members,
The Santa Ana Dealers Association (SADA) is hereby requesting the City's assistance in a Sales Tax Participation
Agreement to upgrade the electronic freeway sign that is used as the Auto Center's main advertising medium to
reach the 250,000 cars/day that drive on the 55 freeway. It is near Impossible to convey to the public driving by on
the freeway, that the Santa Ana Auto Mall encompasses 35+ acres of different Auto Dealerships without an Impactful
electronic freeway sign that has up-to-date technology.
The assistance needed from the City of Santa Ana for this project Is an upfront funding of $1,032,948 (100% of
project cost) In order to capitalize on the 11 %-13% average sales increase for a sign upgrade of this size. This sales
increase will result in a sales tax revenue increase of the same proportion to the City; this will allow the City to recoup
their costs in 12 years or less. If the total amount of is not recouped by year 12, the SADA will pay the remaining
balance to the City. Note: final terms of agreement to be finalized and approved by SADA and the City of Santa Ana.
The recoup structure breakdown Is as follows:
➢ Total Remitted Sales Tax 2016 (approx.): $3,000,000
➢ 12% Increase Estimate on 2018 (approx,): $360,000
➢ 50% of that Increase Goes To City: $180,000
➢ Recoup Time: approx. 6 years $1,080,000
SADA agrees to guarantee that any shortage not paid back to the City from Increased sales tax at the end of the
term, shall be paid by the Dealers Association.
With this mutual investment, the SADA will be able to make their sign a landmark and will be able to capture more of
the Orange County market share from other Cities who also have digital Auto Center signs such as: Tustin, Irvine,
Anaheim, Huntington Beach, Westminster and Garden Grove.
In order to capture the above market share as soon as possible, please support our request and schedule the SADA
project for a Planning Commission meeting to vote on approval by the last meeting In September 2017.
Regards,
Santa Ana Auto Mall Dealers Association
EXHIBIT C
75A-34
SANTA ANAAUTO MALL DEALERS ASSOCIATION LLC
C10E:[emierproPertyM�egmnenfi2 Joaftgm petAwayRA282iWS*nM40,CAW92
0:948.N72TOf 0:714.348.M �emryhenedidn�pmimm
Crevier BMW (Penske) Penske Lincoln South Coast
Penske Audi South Coast Frea
X —D m mdn -'
Crevier Mlni (Penske) Penske Volkswagen South Coast
x.. x _ ce
n
liwbz—�
Volvo of Orange County
Jfm Spac4
75A-35
EXHIBIT B
Electra -Media, Inc. Purchase Order
14
75A-36
EMI
ELECTRA-MEDIA, INC.
ustomer E.Oylpmenl Address:
Sante Ana Aola Dcalen ASfOC,a:iOP 55 Freeacy
1505 Auto Mall Dave
Santo Ana. CA 92705
I/V/e hereby order_ for purchase under the terms and conditions of this agreement, incorperated herein by reference, the following pmducl(s)
20MM RESOLUTION — YESCO SIGN INSTALLATION
Product Dwell n: Remove ealire existing 70' Santa Ana Auto 61011 sign Cul existing pipes lull bolaw grade, cap and pave over. Fabricate and iretall new
75' double tow pylon sign, ute ing fooling and steel pip-, wah Mo (2) no.. single face, full color Pdutsvia-V'd LED displays 1304 pixels high by 70; p�xCs .villa
- 20MM Resclueom) v ilb metal on nolo of sign lemdng back, top and bottom open lur an open V siructmo'modern' appearance. Encs pixel to be comprised Of
premium diodes lied, blue and green) of the highest quality Each pixel to be shaded by a conastonl linear lommy. Display to hoo-e night.iime dimming mpobiihy
to 1% of full brightness, still maintaining 100% of the color spectrum. The LED circuit boards and modules to be confameal mated, and enclosed in a sealed.
..roer.11910 enclosure. All electrical components are to be wired into central distribution panel whtds then will connect to existing primory disconnects. YESCO and
EMI technicians will Complete all wiring, lum-on and tell display. Also includes lime and temperature, two (2) remote computers In marquee, aotort is
dimming circuit, modem and ventilation system Manufacture and install lo (2) new single lace lop ID calinab 5' s 48' 2.5' and install onto steel pipes will,
intervally illuminated (.1m while LEDs) black channel letters that and 'Santa Ana A.L. Moil' Includes two (2) I'8' a 48' 2.5' painted silver aluminum decorative
bonds Installed below LED cabinets and two 12) 1'6' s 45'10' painted blue aluminum decoralive bonds installed below aluminum decorative bonds. Fabricate and
install custom .090 aluminum Pole weer will, lermte finish, includes Yl' s 46'6' radius painted alumina, edge sa-fion and install ever structural steel. See Etdi!
yESCO Design #803367-1L Note: All fabrication, installation and permits to be performed by California Licensed Contractor -Young
Electric Sign Company- (YESCO), State Contractors License C-45 #250739 and EMI State Contractors License C-45 0815508.
EMI Maintenance Centrad: Includes all parts, labor and crane labor for five 151 years for monthly service to change out LED malulm, power supplies,
interface cards, line dOxii OVI cards, transformers, fuses, rectifier boards, modem, controllers, S.fl.am, etc., i wah prevantative maintenance calls once per
month over and abo+e emergency wa„kend calls. Also inclad,n pads and labor for servicing illuminated rdentilicofon displays, including LEDs, ballasts and
transiormom.
EMI Programming Contract: Includes ail programming services for live (5) ..is which consists of <fail, updates, ank iled changes, videa gt ie transfer.
Int,,mcl downloads, a.mail confirmafons, holiday graphics, and weekly frame rviews- Aho includes our pro tcGva E6Il Ieam periodically r(Mewing sign content to
ers.ro that messages Stay up to dale.
Doliverv: 90.120 days from dote permits are obbind and down puymenl is receieed
Electrical. Phone & Web Cams: Rause existing alearicnl and apgrmfo communications In Ve,aan Conular as included m price Lei—, Valuer solli xs foe of
S60/mo. to li billed separately by EMI. Also includes two (2) web comers, one pm face, and monitoring service 124 hours a day, 7 days o wooL, viewed avary
hew will amotl notifications upon risers to EMI and Santa Amo Deale,s Association) for one vmr. Add,tlanal mw imring .ill be available so ansiol, fharmher for
S 150/ma. ra be paid bt Dealers Assecimr.r.
CiN EundIng 8' Pe,'milt, Includes morrdlna6roshsg ng and procCity Funding Agreement grid Co, permit Le: Actual cost of City application fees. inspttlon
welding fees, structural eng:neeMg, soil report lees. acquisition Inbar and final building permit fees are to be billed sapomlely.
Soil: Does not include installation m mralmil sea cendifions (if applicable). Note: If high -alar tahle c-xin1s, stool casings may be needd
Contingency: Agreement contingent upon EMI and Deafsn Association obtaining 100% lunding hon the Cil, of Santa Are tfuough o $ales lux participation
cg,cemant with final payment terms and conditions of funding agreement being appro*eri by Santa Arm Auto Mall Deah,m AssvAtion EMI to uss;st in
coordinating the Cp funding process and provide sampf. Iunding aq,,,ts encs used recently at other cities
Prevailing Wage: Price based on prevailing .age for orrnte labor.
Price
Eampmant 6 Labor 51.032,948.00
Applicable Tax. Included
Total Will, Tax S1,032,9E8 00
Payment Terms
i 3.1.316.00 Darn Posmmm Upon Signing
5 344,316.00 Upon Shiprnem of LEDs
S 344,31600 Upan Completion
II I WITNESS (`:HEREOF, Owner and FMi have nsadd flys agreuumm flys I_' day of Septomber. 2017
Qmu": Sona Ara Auto Deolen Associrtien
1505 Auto bioll Drive
5 mea Ana, CA 92705
gy.. .. - ooh
lira pets.
Elocu. Mndfa, Inc
4'371.'.' 156' Snit
La.odale.'CA 90260
fig ./�-,
- - .
�R ,Wilson
Dale 0101
l
FIF
EXHIBIT D
75A-37
75A-38
SANTA ANA AUTO MALL DEALERS ASSOCIATION ION LLC
CIO Premier Properly Management ♦ 25108 Marguerite Parkway #A-262 ♦ Mission Viejo, CA 92692
0: 949.837.2701 D: 714.348.0002 E: emJybenedlck@gmail.com
August 28, 2017
City Council
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
RE: Santa Ana Auto Mall Freeway Sign Upgrade for Increased Revenue
Dear Honorable Mayor and City Council Members,
The Santa Ana Dealers Association (SADA) is hereby requesting the City's assistance in a Sales Tax Participation
Agreement to upgrade the electronic freeway sign that is used as the Auto Center's main advertising medium to
reach the 250,000 cars/day that drive on the 55 freeway. It is near impossible to convey to the public driving by on
the freeway, that the Santa Ana Auto Mall encompasses 35+ acres of different Auto Dealerships without an impactful
electronic freeway sign that has up-to-date technology.
The assistance needed from the City of Santa Ana for this project is an upfront funding of $1,032,948 (100% of
project cost) in order to capitalize on the 11%-13% average sales increase for a sign upgrade of this size. This sales
Increase will result in a sales tax revenue increase of the same proportion to the City; this will allow the City to recoup
their costs in 12 years or less. If the total amount of is not recouped by year 12, the SADA will pay the remaining
balance to the City. Note: final terms of agreement to be finalized and approved by SADA and the City of Santa Ana.
The recoup structure breakdown is as follows:
➢ Total Remitted Sales Tax 2016 (approx.):
$3,000,000
➢ 12% Increase Estimate on 2018 (approx.):
$360,000
➢ 50% of that Increase Goes To City:
$180,000
➢ Recoup Time: approx. 6 years
$1,080,000
SADA agrees to guarantee that any shortage not paid back to the City from increased sales tax at the end of the
term, shall be paid by the Dealers Association.
With this mutual Investment, the SADA will be able to make their sign a landmark and will be able to capture more of
the Orange County market share from other Cities who also have digital Auto Center signs such as: Tustin, Irvine,
Anaheim, Huntington Beach, Westminster and Garden Grove.
In order to capture the above market share as soon as possible, please support our request and schedule the SADA
project for a Planning Commission meeting to vote on approval by the last meeting in September 2017.
Regards,
Santa Ana Auto Mall Dealers Association
EXHIBIT
75A-39
SANTA ANA AUTO MALL DEALERS ASSOCIATION LLC
CFOPremier MP6dYM2ne9"nt♦26108Mer6aeftPmk*q#A-282#WIOWO,CA 62662
0:81flW2101 0,14.3aWIQ E:emYwmdd4NmWLccm
Crevier BMW (Penske) Penske Lincoln South Coast
X-, x._!
Crevier Mini (Penske) Penske Volkswagen South Coast
K iQ
_ x
Volvo of Orange County
75A-40
EMI
ELECTRA-MEDIA, INC.
customer E,qupment Addrau:
San,. Ana Auto Dsaien Assoc,onoo 55 Freeway
1505 Auto Mali Duvc
Sam. Ann. CA 92705
1/We hereby order for purchase under the terms and conditions of this agreement, incorporated herein by reference, she lollowmg pmduct(s)
20MM RESOLUTION — YESCO SIGN INSTALLATION
Product Description: Re.ve entire existing 70' Santa Ano Auto Mall sign. Cut evsnng apes just below grade. cap and pave over FnOricare and .nstn1l ne.
75double face pylon sign, ncludng louring and steel papa, .cath two (2) n,, sAg1A face, full tato. PAs nwmw V'd LED displays 1304 piu s, high by 704 pueu w¢ie
20MM Resolution) with metal on nose of sign having back, top and banom open lar an open V gructvwo'mori oppenrance Each pixel to be Comprised n)
internam diodes (red, blue and green) of the highest yutilit, Each pival 1. be shaded by a convslenl linear louver Display to hose nighl4.me dimming capability
ro 1% of lull brightness, 61.11 maintaining 100% of the color spKeum The LED ci cult bounds and modules to be mnlormol cooled, and enclosed m a sealed.
.aeotight enclosure. All electrical components are In be carred into central dis:nhutan pane! which then will connect to unsung pfimary dlsconnerls. YESCO one
EMI technicians will complete all wiring, lum.an and !eel display Also mcladea time and !emperatuee, two (2) romoto computers In marquee, m,omnac
dimming circui!, modem and +entWiAn ryste-o Manu&tdure and ins,.11 two (21 ne» single face or, ID cabinets 3'5' s 48' 2.5' and lash11 area steel pipes with
,memclly d o rnn. ed (with while LEDs) bloat channel letters the, reed 'Sorb Ana Arlo MAID Includes two (2) 1'8' a 48' 2.5' pmmed silver afomirwm decomlae
brads metalled below, LED cabinets and two (2) 1'6' 1 45'T0' palmed blue aluminum decorative bonds installed below aluminum decorative bands. fabocma and
Asia)) cusmm ,090 clummum pole cover, wah to,,we lunch, includes 2'l ' s 46'6' radius pointed aluminum edge section and install over etruearol steel. See Eh111
yESCO Design >803367-11 NNote: All fabrication, Installation and permits to be performed by California Lkensod Contractor "Young
Electric Sign Company" (YESCO), State Contraction Liconse C-45 0250739 and EMI State Contractors License C-05 0!815508.
EMI Maintenance Contract: Includes all porn, labor and crane labor for live (5) yeen lot montFlr service to change out LED modules, pawer sumttom,
interface curds, line drivws, DVI cards, tmnsformen, fuses, rectifier boards. modem, cooudlen. sohwe,e, etc., along wish preventative maintenance calls onto incl
month over and bawe emergency wrekend calls. Also includm pans and labor lar servicing itlummmed .dani,f<ofon displms, mdudmg LEDs, ballasts and
twnsformess.
EMI Psoarammfna Contract: Includes all programming services fon live (5) yeah which consists of daily updates. unli.,I d changes, v,da4 graphic tansies,
bdemel downloods, ..mail confirmations, holiday graphics. and weekly frorne rwtews. ;deo mclu&S our puma,+e EMI Team prmoda(1lly ra+aw.ag sign come t to
ensom thot messages stay ep to date.
Delhie : 90 .120 dory hom dote pennns esu obtained and auwn p.ymem a rsxasvud
Electrical, Phone & Web Cams: Red" esisting alacvicol and upgrade cinntmgnma.an, to Venice, C.Vula, as mdudad .n price below Veracn servo- Ire of
W/mo to be billed separately by EMI. Also includes n.o 12) web cameras. one pct loce, and monaoring serrata 124 hours o day. ? days a work. wowed esery
hour yob emoil nouFcarusns upon eaors Io EMI and Sent. Ann Dealws Assocnriarl in, one year Add. crl.t mn t dog will be Available s.paolcl, thedoffle, for
$15D/mo. As be paid by Dealers Astaci.6on
tlN Fuadi"a 8 Per min:. Includes coordinating and processing Cil, Fumifig Ag,eemnm and City perm, Nota. Actual call of City appl,cc non Ices, msec +ion
+cos, welding Ices, sounswal anginearing, soil ropon leen, acit,00o, lobar and final building pernm leas arc to it billed sapamlelr
Soil: Dees nal indudv. muaholiam in abnormal sal conditions (if oppl,wble.). Note: 11 high wore, sable ausb, st_ei casings may be needed
Cont naon<v: Agreement contingent upon EMI and Dealer, Association obtaining 100% landing from the City of Santa Ana through 0 soles In. purocryohn,
agreomont with final payment toms and condilions al Funding ag,eemenl beteg approved by Santo Ann Asda Mull D:atea Aasa'iolion EMI to assssl in
coordinating the City funding process and provide sample funding agnsemena Ano recentf, at other ones
Prevailing Wage: Price based on prevailing wage for on-site labor
Price
E.mpm,tm 6 Laba-
Applicable Tac
S 1.032 948 00
Included
Payment Terns
S 344,51600 Dean Pnymn•nl Upon Stu n.,.g
S 344.31600 Upon Shipment of LEDs
Total Wilk Tor $1,032,948 00 S 344,316 00 Upon Camhlan.a
,N WITNESS s%HEREOF. Gane, nod EMI have nuocuid this agreemnm this Ila day of September. 2017
Gw_nc,' Sento Ana Auto Dealers Association
1505 Auto Mel Dnvp
FAAO. CA 927058 Duro
Elea,n Meda, in,
4737 'n, 156' Snord
Lawndde. CA 90260
_ /i
9- /y 8r jgff l /i Orae OI O) t1
EXHIBIT E
75A-41
75A-42