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HomeMy WebLinkAbout FULL PACKET_2018-10-16MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA OCTOBER 2, 2018 CLOSED SESSION MEETING CALLED TO ORDER ATTENDANCE PUBLIC COMMENTS — NONE COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:10 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES (5:47 P.M.) JOSE SOLORIO SAL TINAJERO (5:12 P.M.) JUAN VILLEGAS COUNCILMEMBERS Absent: VICENTE SARMIENTO STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council COUNCIL RECESSED TO Room 147 for Closed Session discussion at 5:12 P.M. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LEGAL COUNSEL --EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: CITY COUNCIL MINUTES 1 OCTOBER 2, 2018 10A-1 a. Orange County Catholic Worker, et al. v. Orange County, et al.., U.S. District Court (Central District of California), Case No. SA CV 18- 0155 -DOC (KESx) b. City of Santa Ana v. County of Orange, et al., (Cross -Complaint), U.S. District Court (Central District of California), Case No. SA CV 18 -0155 - DOC (KESx) *Councilmember Tinajero left the meeting at 5:34 p.m. and did not return to the Closed Session Meeting. 2. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Executive Director of Human Resources, Steven V. Pham, and Peter Brown of Liebert Cassidy Whitmore Employee Organizations: Santa Ana Police Officers Association (POA) 3. PUBLIC EMPLOYEE APPOINTMENTS pursuant to Section 54957(b)(1) of the Government Code: Title: Parks, Recreation and Community Services Executive Director CLOSED SESSION REPORT — See Agenda Item 19A for any reportable action. ADJOURNED THE CLOSED SESSION MEETING AT 6:15 PM. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 2 OCTOBER 2, 2018 10A-2 REGULAR OPEN SESSION CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION CEREMONIAL PRESENTATIONS COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:18 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES JOSE SOLORIO SAL TINAJERO (6:54 P.M.) JUAN VILLEGAS COUNCILMEMBERS Absent: VICENTE SARMIENTO STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO CURTIS SMITH, POLICE CHAPLAIN PROCLAMATION presented by MAYOR PULIDO to Orange County Board of Supervisor and Air Quality Metropolitan District Boardmember Shawn Nelson naming October 3rd as California Clean Air Day. PROCLAMATION presented by MAYOR PRO TEM MARTINEZ recognizing October as Pregnancy and Infant Loss Awareness Month and naming October 15th as Pregnancy and Infant Loss Remembrance Day. • PROCLAMATION presented by COUNCILMEMBER VILLEGAS to Orange County Fire Authority Division Chief Adams naming October 7th through October 13th as Fire Prevention Week. CITY COUNCIL MINUTES 3 OCTOBER 2, 2018 10A-3 PUBLIC COMMENTS (Includes Non-Agendized Comments.) • Dale Helvig, opposed to 2525 Main Street development; expressed concern over developers repeated misrepresentations. • Thomas Cartney, expressed concern with traffic impact to neighborhood if the proposed development at 2525 N. Main Street built. • Peter Katz, opposed to bringing back Fire Department; need to focus on improving fire prevention technology. • Boris Gresely, on behalf of Carpenters Contractors Cooperation Committee, opined Metro East Mixed Use (MEMU) overlay project is an opportunity to create local community benefits; however concerned over developer's history use of sub- contractor whom has been under investigation by the Department of Labor for wage violations. CLOSED SESSION REPORT — No reportable action. CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on the following Consent Calendar items10A through 25C with the following modifications: • Mayor Pro Tem Martinez dissented on Agenda Item 11A and pulled Agenda Items 19D, 20A, 20B, and 25B for separate discussion. MOTION: Solorio SECOND: Benavides VOTE: AYES: Benavides, Martinez, Pulido, Solorio, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento, Tinajero (2) *Councilmember Tinajero arrived at 6:54 p.m. CITY COUNCIL MINUTES 4 OCTOBER 2, 2018 10A-4 ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF SEPTEMBER 18, 2018 {STRATEGIC PLAN NO. 5, 1} — 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. ADOPT AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING THE METRO EAST MIXED USE (MEMU) OVERLAY ZONE WEST ALONG FIRST STREET TO GRAND AVENUE {STRATEGIC PLAN N0.5, 1} - Clerk of the Council Office Placed on first reading at the September 18, 2018 City Council meeting and approved by a vote of 4-3 (Benavides, Martinez and Sarmiento dissented). Published in the Orange County Reporter on September 21, 2018. Mayor Pro Tem Martinez, opposed to item. Expressed concern over giving by -rights to development without providing a community benefit and opposed to continued practice; need to find a balance between commercial and residential development; request that staff ensure appropriate labor is used in development projects. Mayor Pulido, motioned to approve recommended action in the affirmative; seconded by Councilmember Solorio. Councilmember Benavides, noted previous opposition to item, but supportive under the condition that staff follows standard working policies and practices. Minh Thai, Executive Director of Planning and Building, provided City Council with overview of working policy to be presented to the Economic Development, Infrastructure, Budget and Technology (EDIBT) Committee before ultimately bringing before the City Council for consensus to provide clarity in directing development community and allow future projects to move forward under the existing MEMU. CITY COUNCIL MINUTES 10A-5 OCTOBER 2, 2018 Councilmember Benavides, in support of augmenting MEMU and not amend the recommendto give staff opportunity to clarify vision to present to EDIBT committee before presenting to City Council. Planning and Building Agency Executive Director Minh Thai, confirmed clarity of vision will only be for future developments and will not affect current projects. Councilmember Benavides, directed staff to present City Council with proposal within 30 days. Mayor Pulido, clarified motion is to adopt item only; request by Councilmember Benavides may be presented to City Council within 30 days. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2955 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2018-06 REZONING VARIOUS PROPERTIES LOCATED ALONG THE FIRST STREET CORRIDOR AND ZONING ORDINANCE AMENDMENT NO. 2018-03 AMENDING THE METRO EAST MIXED USE (MEMU) OVERLAY ZONE (OZ -1) MOTION: Pulido SECOND: Solorio VOTE: AYES: Benavides, Pulido, Solorio, Tinajero Villegas (5) NOES: Martinez (1) ABSTAIN: None (0) ABSENT: Sarmiento (1) BOARDS / COMMISSIONS / COMMITTEES 13A. NOMINATE FELIPE GUERRERO TO THE BOARD OF RECREATION AND PARKS AS THE GARDEN GROVE UNIFIED SCHOOL DISTRICT REPRESENTATIVE FOR A TERM EXPIRING DECEMBER 15, 2020 {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Appoint Felipe Guerrero to the Board of Recreation and Parks for a partial term expiring on December 15, 2020 (replaces C. Schultz). ' CITY COUNCIL MINUTES 6 OCTOBER 2, 2018 10A-6 MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — NONE 19B. EXCUSED ABSENCES — Clerk of the Council Office MOTION. Excuse the absence of Councilmember Vicente Sarmiento from the October 2, 2018 City Council Meeting. 19C. PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM (CIP) EXECUTIVE REPORT FOR SEPTEMBER 2018 {STRATEGIC PLAN NO. 5, 11 — Public Works Agency The CIP Executive Summary Schedule is available on the City's website at http://www.santa- ana.org/pwa/documents/ExecutiveMonthlvCIPSeptember2018.pdf . MOTION. Receive and file the Public Works Agency Status of Projects - Monthly Capital Improvement Program Executive Report for September 2018. 19D. PREFERENTIAL PERMIT PARKING IMPLEMENTATION PROCESS IMPROVEMENTS {STRATEGIC PLAN NO. 7, 5E) — Public Works Agency_, Mayor Pro Tem Martinez, in support of item; requested staff presentation on pilot program. Fuad Sweiss, Executive Director of Public Works Agency, noted major improvements have been made in parking permit process and reduction in processing time. Staff working with Department of Motor Vehicles (DMV) to obtain data, continued efforts to identified opportunities to provide additional parking. Pilot Program to be presented by December of 2018. Mayor Pro Tem Martinez, requested staff provide estimate as to when program will be presented to City Council. Noted available data from Southern California Association of Governments (SCAG) that may assist with the pilot study. MOTION. Receive and file information related to process improvements for the Preferential Permit Parking program. MOTION: Martinez VOTE: AYES: SECOND: Benavides Benavides, Martinez, Pulido, Solorio, Villegas (5) CITY COUNCIL MINUTES 7 OCTOBER 2, 2018 10A-7 NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento, Tinajero (2) BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROPRIATION ADJUSTMENT AND AGREEMENT WITH SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT LOCAL PARTNERSHIP PROGRAM GRANT FUNDS TO HELP ACHIEVE MANDATED REDUCTIONS IN. SMOG -FORMING POLLUTANTS {STRATEGIC PLAN NO. 6, 21 — Finance and Management Services Agency Mayor Pro Tem Martinez, congratulated City for pursuing grants from Air Quality Management District (AQMD) and Mobile Source Air Pollution Reduction Review Committee (MSRC). Noted funds are being used for electrical vehicles, municipalities providing Electric Vehicle (EV) infrastructure to the public, and encouraged staff to support public EV infrastructure. MOTION. 1. Authorize the City Manager and Clerk of the Council to execute an agreement with the South Coast Air Quality Management District (SCAQMD) for AB2766/Mobile Source Air Pollution Reduction Review Committee (MSRC) Local Government Partnership Program grant funds, for the period of October 1, 2018 through June 2026, in the amount not to exceed $385,000, subject to non - substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-232). 2. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-028 - Recognizing South Coast Air Quality Management District, Mobile Source Air Pollution Reduction Review Committee grant funds in the amount of $385,000 in the Air Quality Improvement revenue account and appropriate same to expenditure accounts. MOTION: Martinez SECOND: Pulido CITY COUNCIL MINUTES 8 OCTOBER 2, 2018 10A-8 VOTE: AYES: Benavides, Martinez, Pulido, Solorio, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento, Tinajero (2) APPROPRIATION ADJUSTMENT AND AMENDMENT TO THE FISC YEAR 2018/19 CAPITAL IMPROVEMENT PROGRAM TO ACCOU FOR RECENTLY AWARDED GRANT FUNDS WARNER PHASE 1 (M) TO OAK) AND WARNER PHASE 2 (OAK TO GRAND) (NON-GENEF Mayor Pro Tem Martinez not in support to any expansion on Warner, motion initially failed due to lack of five affirmative votes, 4-1 (Martinez dissented and Sarmiento and Tinajero absent). Item later reconsidered and approved. MOTION. 1. Approve an amendment to the Fiscal Year 2018/19 Capital Improvement Program adding $15,189,750 in Measure M2 Competitive ACE r funding to the Warner Avenue Street Improvement projects; for the construction phase of Warner Phase 1 from Main to Oak project (14-6802) and for the right-of-way phase of Warner Phase 2 from Oak to Grand project (18-6901). 2. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2019-029 - Recognizing $15,189,750 in Measure M2 Competitive ACE grant funds into the Measure M -Street Construction Fund revenue account and appropriating the same into the Measure M2 Competitive Street Construction Fund expenditure account. 3. Approve an amendment to the Fiscal Year 2018/19 Capital Improvement Program adding the remaining $172,444 in Community Development Block Grant funds budgeted for the Residential Street Repair Program project (No. 18-7527). MOTION: Benavides VOTE: AYES: SECOND: Villegas Benavides, Pulido, Solorio, Tinajero Villegas (5) CITY COUNCIL MINUTES 9 OCTOBER 2, 2018 10A-9 NOES: Martinez (1) ABSTAIN: None (0) ABSENT: Sarmiento (1) SPECIFICATION — PURCHASE OF EQUIPMENT AND SERVICES 22A. CONTRACT AMENDMENT WITH RACEWAY FORD FOR ONE MAINTENANCE UTILITY TRUCK - SPEC. NO. 18-011 {STRATEGIC PLAN NO. 6, 21 - Finance and Management Services Agency; and Public Works Agency MOTION: Amend the contract with Raceway Ford for the procurement of one additional Ford F-350 truck with utility body in the amount of $56,855, subject to non -substantive changes approved by the City Manager and City Attorney. 22B. CONTRACT AMENDMENT WITH COMMERCIAL CLEANING SYSTEMS FOR JANITORIAL SERVICES AT VARIOUS CITY FACILITIES - SPEC. NO. 14-021 {STRATEGIC PLAN NO. 6, 1C} - Finance and Management Services Agency; Parks, Recreation and Community Services Agency; and Public Works Agency MOTION: Amend the contract with Commercial Cleaning Services for janitorial services in the amount of $154,839, which includes a $10,000 contingency, for a total annual amount not to exceed $737,074 for the final term expiring June 30, 2019, subject to non -substantive changes approved by the City Manager and City Attorney. PROJECTSICHANGE ORDERS 23A. AWARD CONTRACT TO CEM CONSTRUCTION CORPORATION FOR CABRILLO PARK SIDEWALK IMPROVEMENT PROJECT (PROJECT NO 16-6862) {STRATEGIC PLAN NOS. 6, 1 B & G} — Public Works Agency MOTION: 1. Authorize the City Manager and Clerk of the Council to execute easement agreements with Cabrillo Park, Monterey Villas, Park Center (Shady Hollow), and Redwoods Homeowner Associations, to allow the City to construct and maintain meandered City sidewalk around existing trees within the property areas along CITY COUNCIL MINUTES 10 OCTOBER 2, 2018 10A-10 Cabrillo Park Drive, subject to non -substantive changes approved by the City Manager and the City Attorney. 2. Award a contract to CEM Construction Corporation, the lowest responsible bidder, in accordance with the base bid in the amount of $373,000, for the term beginning upon execution of the contract and ending upon project completion, for construction of the Cabrillo Park Sidewalk Improvement Project, and authorize the City Manager and Clerk of the Council to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $466,250, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $37,300. 4. Amend the Fiscal Year 2015-16, 2016-17, and 2017-18 Capital Improvement Programs and approve the reallocation of $206,550.77,$200,000, and $59,699.23 (respectively) in Measure M2 Local Fairshare funds from the Omnibus 2015-16, 2016-17, and 2017-18 projects to the Cabrillo Park Sidewalk Improvement project. AGREEMENTS 25A. APPROVE AMENDMENT TO AGREEMENT WITH WEST COAST ARBORIST, INC. FOR TREE MAINTENANCE SERVICES {STRATEGIC PLAN NO. 6, 1 B) — Parks, Recreation and Community Services Agency; and Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with West Coast Arborists, Inc. to provide tree maintenance services for the City by: 1. Increasing the annual agreement amount by $248,251.60, which includes $140,000 for the Parks, Recreation and Community Services Agency and a 10 -percent contingency ($108,251.60) of the original agreement amount for the Public Works Agency for the second year of the first, two-year renewal option period of July 1, 2017 through June 30, 2019, for a total annual cost of $1,330,767.60; and 2. Increasing the annual agreement amount by $108,251.60 for the Public Works Agency, which is a 10-pecent contingency of the original agreement amount, for the second, two-year renewal CITY COUNCIL MINUTES 11 OCTOBER 2, 2018 10A-11 option period of July 1, 2019 through June 30, 2021, for a total annual cost of $1,190,767.60, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018- 233). FOR PROPERTY LOCATED AT 1111 NORTH BRISTOL STREET, LIN D (APN 405-275-10) FOR BRISTOL STREET IMPROVEMENT PROJECT FOR - PHASE 3A (PROJECT NO. 136792, NON -GENERA FI IAlrl) 1STRATFhIr. PI AAI AIr1C R 1(-• R 9r -l- Piihlir 1AInrLo Annnn�, Mayor Pro Tem Martinez, requested staff report and identify what properties are being leased. Noted importance of being transparent and identify all City property. Councilmember Solorio, noted item includes goodwill compensation. Director Sweiss, provided background information. Mayor Pro Tem Martinez, directed staff to provide a matrix of all properties and include acquisition date, monies used, address, and ultimate use of funds. Director Sweiss, indicated report will be presented to City Council on October 16, 2018, that will detail city -owned property, any funding restrictions, and disposition recommendations. MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Khaled H. Jawhary dba Advantage Auto Insurance Brokerage in the amount of $163,000 for compensation for loss of business goodwill related to the full real property acquisition, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-234). MOTION: Martinez SECOND: Villegas VOTE: AYES: Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento (1) CITY COUNCIL MINUTES 12 OCTOBER 2, 2018 10A-12 25C. APPROVE REQUEST FOR CONSENT FROM C&C DEVELOPMENT COMPANY, LLC AND ORANGE HOUSING DEVELOPMENT CORPORATION TO INCREASE THE PERMANENT LOAN FOR THE DEPOT AT SANTIAGO {STRATEGIC PLAN NO. 4, 51 — Community Development Agency MOTION: 1. Authorize the City Manager and Clerk of the Council to approve the request for consent from C&C Development Company, LLC and Orange Housing Development Corporation to increase the permanent loan up to $6,420,000 for the Depot at Santiago. 2. Authorize the City Manager and Clerk of the Council to execute the Junior Lienholder's Consent to a Modification Agreement between Bank of America, N.A, California Community Reinvestment Corporation, and Depot at Santiago, L.P., and any other documents as may be required to increase the permanent loan up to $6,420,000 for the Depot at Santiago, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018- 235). **END OF CONSENT CALENDAR** OATH OF OFFICE ADMINISTERED TO FELIPE GUERRERO BY CLERK OF THE COUNCIL HUIZAR BUSINESS CALENDAR RESOLUTIONS 55A. ADOPT A RESOLUTION IMPLEMENTING AN EMPLOYEE REFERRAL INCENTIVE PROGRAM TO ENHANCE POLICE OFFICER RECRUITMENT EFFORTS {STRATEGIC PLAN NO. 1.1.i) — Human Resources Department and Police Department MOTION: Adopt a resolution. RESOLUTION NO. 2018-076 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER TO IMPLEMENT AN EMPLOYEE REFERRAL INCENTIVE PROGRAM FOR A ONE YEAR PERIOD TO ENHANCE POLICE OFFICER RECRUITMENT EFFORTS CITY COUNCIL MINUTES 13 OCTOBER 2, 2018 10A-13 MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: PUBLIC HEARINGS SECOND: Benavides Benavides, Martinez, Pulido, Solodo, Tinajero, Villegas (6) None (0) None (0) Sarmiento (1) 75A. PUBLIC HEARING: CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT {STRATEGIC PLAN NO 4, 11 — Community Development Agency Legal Notice published in The Register on September 1, 2018. Community Redevelopment and Housing Commission approved recommended action on August 22, 2018 by a vote of 5-0 (Cano, Santana and Urzua absent). Continued from the September 18, 2018 City Council meeting by a vote of 6-0 (Benavides absent). Council discussion ensued. Mayor Pro Tem Martinez, expressed support for item and thanked Steven Mendoza, Executive Director of Community Development Agency for revisions that provide more transparency. In addition, requested CAPER to figure out ways for tentative based assistance along with other policies to assist with the housing crisis to be agendized at the Economic Development, Infrastructure, Budget and Technology Committee (EDIBT) and return to council with recommendations. Mayor Pulido re -opened the Hearing. There were no speakers and the Hearing closed. MOTION: Authorize the submission of the Consolidated Annual Performance and Evaluation Report to the U.S. Department of Housing and Urban Development. MOTION: Martinez SECOND: Tinajero CITY COUNCIL MINUTES 14 1 OA -14 OCTOBER 2, 2018 VOTE: AYES: Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento (1) COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A. SEEK SUPPORT FROM COUNCIL MAJORITY TO DIRECT STAFF TO AGENDIZE DISCUSSION AND POLICY DECISION TO REQUIRE FISCAL ANALYSIS ON ALL ZONING AND NEW DEVELOPMENT PROJECTS — Mayor Pro Tem Martinez Mayor Pro Tem Martinez, noted fiscal development standards on new development have not been performed, important for City not rely on sales tax, more consistency with property tax revenue. Supports requirement that developers perform a fiscal analysis and impact to infrastructure report. Councilmember Solorio, inquired if item can be incorporated in the General Plan. Director Thai, noted analysis discussed by Mayor Pro Tem Martinez is generally not part of the General Plan, General Plan examines overall fiscal changes and City wide land use impact, but not project specifics. Councilmember Solorio, suggested General Plan drives what kind of uses are allowed and include major economic components that may connect and could be integrated. Director Thai, recommended developing policy to address projects and economic analysis for land use and zone changes. Need to perform in- depth analysis of projects that are complying with zoning. Councilmember Solorio, staff to review best practices; expressed concern imposing additional work on staff when time and resources are limited. MOTION. Staff to analyze and draft policy for City Council consideration that would require development community to perform fiscal and economic impact analysis as a standard for new development. CITY COUNCIL MINUTES 15 OCTOBER 2, 2018 10A-15 MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Villegas Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) None (0) None (0) Sarmiento (1) CITY COUNCIL MEETING RECESSED AT 7:18 P.M. AND CONVENED THE HOUSING AUTHORITY MEETING IMMEDIATELY FOLLOWED BY THE SUCCESSOR AGENCY MEETING AND RECONVENED AT 7:19 P.M. WITH SAME MEMBERS PRESENT. COMMENTS 90A. CITY MANAGER'S COMMENTS Thanked the City Council for confirming the appointment of the Parks, Recreation and Community Services Executive Director, Lisa Rudloff. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Tinajero, • Welcomed new Fire Chief; and • Noted students transitioning to second quarter; asked community to support students and high school sports programs. Mayor Pro Tem Martinez, • Requested City Manager provide timeline for agendizing mid -year budget review and Comprehensive Annual Financial Report (CAFR) report for consideration by the EDIBT Council Committee; and • Commented that some election ballots from the previous election ballots were not counted; encouraged community to be proactive and verify inclusion of their vote by reviewing the Registrar of Voter's website. Councilmember Solorio, Spoke about parking complaint regarding residential development owned by Olsen Company on Pacific and First - area lacks parking; request staff investigate; Request staff check.recycling and metal shops near Sixth and Garfield are operating in compliance; and CITY COUNCIL MINUTES 16 OCTOBER 2, 2018 10A-16 • Staff to review AMCAL housing project and potential use of public dollars that may have triggered prevailing wage requirements. Councilmember Villegas: • Supports study to consider bringing back our own Fire Department; opined that our City's vote on the Orange County Fire Authority (OCFA) board is diluted; need to bring back local and financial control. Councilmember Benavides: • Invited all to upcoming Art Walk event and community safety forum; • Important to work with community to address community and social issues; • Expressed concern as to Orange County Fire Authority agreement and supportive of study to consider bringing back Fire Department; and • Encouraged community to vote in November. Mayor Pulido; • Noted that the Board of Orange County Transportation Authority (OCTA) approved $4 million dollars for the Orange County Street Car project. ADJOURNED - 7:35 P.M. - The next meeting of the City Council is scheduled for Tuesday, October 16, 2018 at 5:00 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 • Policy on Use of General Reserve and Enterprise Funds CITY COUNCIL MINUTES 17 OCTOBER 2, 2018 10A-17 10A-18 REVISED 9/10/18 CITY OF SANTA ANA COUNCIL COMMITTEE MEETING AGENDA 0 ECONOMIC DEVELOPMENT, INFRASTRUCTURE, BUDGET AND TECHNOLOGY COMMITTEE SEPTEMBER 10, 2018 5:00 PM 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 Vicente Sarmiento 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 of August 20, 2018 Special Meeting {Strategic Plan No. 5, 11 2. Presentation on Metro East Mixed Use Overlay Zone (MEMU) Proposed Zoning Updates and Expansion {Strategic Plan No. 3, 2; 5, 3; 5, 4} (Minh Thai, PBA) 3. YMCA RFP Discussion on Next Steps {Strategic Plan No. 3, 5a} (Council Committee Member Benavides) 13 x ERontracts and 5. OC Streetcar Branding Concepts — OCTA Andrea West {Strategic Plan No. 3, 2C, 413; 6, 1 G} 6. City Council Special Event Sponsorship Resolution/Policy {Strategic Plan No. 5,41 (Jorge Garcia, CMO) Santa Ana City Council Miguel A. Pulldo, Michele Martinez, Vicente Sarmiento,I Jose Solorio, P. David Benavides, Juan Villages, I Sal Tinajero, Mayor Mayor Pro Tem, Ward 2 Ward 1 Ward 3 Ward 4 Ward 5 Ward 6 MN[ldeemaana.am MMamnesamnt-anaom vsamientra niaana.om isdoaamsanr na wo oee�+mearaaama.ana om .iuneaaa�asama-ana.om smmgemfiimma-ooao,o City Hall, 20 Civic Center Plaza . P.O. Box 1988 • Santa Ana, California 92702 Mayor 8 Council Telephone: 714.647.6900 . Agenda Item Inquiries: 714-647-5363 . Website: w .santa•ana.org 13A-1 STAFF COMMENTS COMMITTEE MEMBER COMMENTS ADJOURNMENT — The next regular meeting is scheduled for Monday, November 12, 2018 at 5:00 PM 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 The complete Strategic Plan document is available at httg:/Avww.sant"na.org/strategianlanning/ ECONOMIC DEVELOPMENT, INFRASTRUCTURE, BUDGET 2 SEPTEMBER 10, 2018 AND TECHNOLOGY AGENDA 13A-2 CITY OF SANTA ANA CITY COUNCIL COMMITTEE ON ECONOMIC DEVELOPMENT, INFRASTRUCTURE, BUDGET AND TECHNOLOGY REGULAR MEETING MINUTES CALL TO ORDER: ATTENDANCE: MEMBERS ABSENT: SEPTEMBER 10, 2018 City Hall 20 Civic Center Plaza, Room 1600 Santa Ana, CA 5:06 P.M. Council Committee members: P. David Benavides Vicente Sarmiento Michele Martinez, Chairperson STAFF PRESENT: Raul Godinez II, CMO Rober-C ortez, CM0 Steven A. Mendoza, CDA Minh Thai, PBA Vince Fregoso, PBA Bianca Zurita, Recording Secretary GUESTS PRESENT: Mayor Pulido; Andrea West, OCTA; Tresa Oliveri, OCTA; Stella Lin, OCTA; Peter Katz; Andrea Maloney, Sapetto Real Estate Solutions PUBLIC COMMENTS None AGENDA DISCUSSION ITEMS 1. Approval of Minutes from Special Economic Development, Infrastructure, Budget and Technology Committee Meeting of August 20, 2018. MOTION: Sarmiento SECOND: Benavides VOTE: AYES: Benavides, Sarmiento (2) NOES: None (0) ABSENT: Martinez (1) September 10, 2018 (Economic Development, Infrastructure, Budget & Technology Minutes 13A-3 Council Committee Member Sarmiento announced Council Committee Member Benavides will serve as Chair in the absence of Chair Martinez. Council Committee Member Benavides announced that Mayor Pro Tem Martinez sent a letter to both Council Members Benavides and Sarmiento providing information, perspective, opinion and consideration for the MEMU Project. 2. Presentation on Metro East Mixed Use Overlay Zone (MEMU) Proposed Zoning Updates and Expansion (Strategic Plan No. 3, 2; 5, 3; 5, 4) (Minh Thai, PBA) Minh Thai, Executive Director of Planning and Building presented an overview of the status, proposed policies and map changes. The Committee discussed proposed amendments and concerns on the current MEMU. Council Committee Members concerns are that the MEMU has not attracted projects with a balanced ratio of housing units to commercial square footage. The policies and implementation of the MEMU have not facilitated the creation of commercial centers for the community. Past projects have fell short of the desired intent and vision of the MEMU. Council Committee Members asked staff to bring back recommendations for consid eration-by-the-full-Gity-Co u nci l -i n -October -to -i ncorpo rate-strategic-modifications-to— the policies and objectives of the MEMU. Staff will continue working to complete in- depth technical analysis pertaining to economic and fiscal impacts, land use policies, design guidance and bring back recommendations from the Committee to the City Council for consideration at a future meeting date. Council Committee Member Sarmiento clarified that Mayor Pulido attended the meeting as a member of the Public and Santa Ana resident. 3. YMCA RFP Discussion on Next Steps (Strategic Plan No. 3, 5a) (Council Committee Member Benavides) Council Committee Members provided a recommendation to staff to approach two of the proposers with the potential to collaborate and send to future council meeting with a recommendation. 4. Item pulled by City Manager prior to meeting. S. OC Streetcar Branding Concepts – OCTA Andrea West (Strategic Plan No. 3, 2C, 413; 6, IG) City Manager Raul Godinez introduced OCTA representative Tresa Oliveri to provide an overview of the OC Streetcar Branding Project. Tresa Oliveri presented milestones reached and introduced the next steps they are approaching. In the Summer they opened bids for the construction contract, budget September 10, 2018 [Economic Development, Infrastructure, Budget & Technology Minutes 13A-4 revision which was approved by their Board members. They are approaching the time to award the construction contract at their September Board meeting. Pre -construction activities, utility company started their work for OCTA to begin their efforts. Stella Lin provided a presentation to create a branding identity to position OC Streetcar as a modem transportation option for the entire Orange County. They reviewed the current bus branding seen on the streets. They want to create a cohesive branding look across all OCTA. They develop criteria - design is affordable to produce, easy to maintain, highly visible for safety reasons and longevity. They want to insure the design has the same personality of the OCTA branding: vibrant, diverse, progressive and accommodates advertising. Ms. Lin also provided 3 different vehicle exterior designs. Their goal is to obtain all the feedback from the community to conduct an analysis and make a final recommendation to the OCTA board in November. Committee Members preference was the multi -colored design — unique to the rich culture represented by the Santa Ana Community. 6. City Council Special Event Sponsorship Resolution/Policy (Strategic Plan No. 5,4) (Jorge Garcia, CMO) Julie Castro -Cardenas, Senior Management Assistant provided a presentation proposing -to -revise -the -existing -Policy -and -Resolution-to-become-more--efficient-and cost-effective so that funds get into the community quicker. Ms. Castro -Cardenas explained how the process will be executed and how it will include one more layer of transparency for Council Members. The revisions will also provide Council with quarterly updates on donations approved internally. Staff will bring the policy forward for full Council approval with an updated Resolution and red -line version of the policy with the goal of making the new policy effective January 2019. PUBLIC COMMENTS None ITEMS MOVED TO NEXT COMMITTEE MEETING None PUBLIC COMMENTS: None STAFF MEMBER COMMENTS: September 10, 2018 1 Economic Development, Infrastructure, Budget & Technology Minutes 13A-5 None COMMITTEE MEMBER COMMENTS: None NEXT MEETING: • Monday, November 12, 2018 Adjournment — 6:55 PM Audio of meeting available at: http://www.ci.santa-ana.ca.us/coc/granicus.asp a Recording Secretary, CDA September 10, 2018 1 Economic Development, Infrastructure, Budget & Technology Minutes 13A-6 CITY OF SANTA ANA COUNCIL COMMITTEE MEETING AGENDA PUBLIC SAFETY, CODE ENFORCEMENT AND NEIGHBORHOOD EMPOWERMENT July 10, 2018 5:30 P.M. CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Councilmembers Tinajero 8, Villegas Staff: Chief of Police David Valentin, OCFA Division Chief, Assistant City Attorney Tamara Bogosian 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 March 13, 2018 Meeting 2. Approval of Minutes from May 8, 2018 Meeting 3. Update on Police Officer Recruitment and Hiring — Manager Robert Carroll (Strategic Plan Goal No. 1, 1i} 4. Update Regarding Potential Revisions to SAMC 10-153 (Loud and Raucous Noise) —Assistant City Attorney Tamara Bogosian (Strategic Plan Goal No. 1, 1c) 5. Verbal Update on Policing Philosophy & Chiefs 5 -Year Strategic Plan — Chief Valentin 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 35.102] Santa Ana City Council Miguel A. Pulido Michele Martinez Vicente Sarmiento Jose Solodo P. David Benavides Juan Villegas Sal Tinajero Mayor Mayor Pro Tem Ward Ward Ward Ward Ward Ma,n�eeimsan Ward XiWasr ntaana.em moos, ntanna.om wtrnareinz�soma-ane.aa City Hall, 20 Civic Center Plaza • P.O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714.647.6900 • AgenI 13"Xi a: 714.647.6520 • Website: www.santaana.org 6. Summary of Fourth of July Operational Period Activity — Chief Valentin 7. Homelessness Update — Hafsa Kaka, Homeless Services Manager (Strategic Plan Goal No. 5, 3d & No. 1, 1c) 8. Application for Needle Exchange Program (OCNEP) — Chief Valentin COMMITTEE MEMBER COMMENTS FUTURE AGENDA ITEMS Ordinance Creating Narcotics and Gang -Related Crime Eviction Program Code Enforcement Update ADJOURNMENT — The next Public Safety and Neighborhood Improvement meeting is scheduled for Tuesday, September 11, 2018, 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-planning/. Santa Ana City Council Miguel A. Pulido Michele Martinez I Vicente Sarmiento Jose Solana P. David Benavides I Juan Villages Sal Tinalero Mayor Mayor Pro Tem Ward Ward Ward Ward Ward mpwdoaD.Mia name Ward .rv•emarmaanlana.mo srnrem�antaana.om rnnram�raaamaano.om City Hall, 20 Civic Center Plaza • P.O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714.647.6900 • Agendarmingryries: 714-647-6520 • Website: www.santa-ana.ora CITY OF SANTA ANA CITY COUNCIL COMMITTEE ON PUBLIC SAFETY, CODE ENFORCEMENT & NEIGHBORHOOD EMPOWERMENT MINUTES 1" kwa 111XI) "11151 A "61-340t "hZ10 A MEMBERS ABSENT: July 10, 2018 Ross Annex, Room 1600 City Hall, 20 Civic Center Drive Santa Ana, California 5:47 PM Council Committee members: Sal Tinajero Juan Villegas N/A STAFF PRESENT: Raul Godinez II, CMO Robert Cortez, CMO David Valentin, PD Tamara Bogosian, CAO Steven Mendoza, CDA Hafsa Kaka, CDA Yessenia Aspeitia, PD Randy Black, OCFA Robert Carroll, PD Fuad Sweiss, PW Julie Castro Cardenas, CMO Elizabeth Plotnik, Recording Secretary PUBLIC SPEAKERS: Ed Murashie, Floral Park NA Eric Mull, concerned constituent Laura Perez, concerned constituent Chris Schmidt, Windsor Village NA Julie Motherway, concerned constituent Greg Eisenman, concerned constituent Cecilia Iglesias, Windsor Village NA Esther Fonseca, Artesia Pilar NA Tonya Skurzynski, concerned constituent Tim Johnson, concerned constituent FI 13A-9 PUBLIC COMMENTS Ed Murashie, resident of Floral Park, shared his concerns regarding the recent fires behind his home and near his neighborhood. Mr. Murashie asked that the City establish a plan to address the fires. Eric Mull, concerned constituent, shared his concerns and fears of the recent foes in the creek bed. Mr. Mull requested fencing be installed to help address illegal activity and help reduce the risk of fires. Laura Perez, concerned constituent, shared her concerns about the prostitution problem, stating she feels helpless and threatened, and fears for the safety of children in the community. Chris Schmidt, resident of Windsor Village, has requested meetings include items pertaining to Neighborhood Empowerment and suggested staff from neighborhood initiatives attend. Additionally. Mr. Schmidt asked that Public Works look into adding "keep clear" at an intersection is his neighborhood, and commended Cmdr. Esparza for addressing parking concerns. Julie Motherway, Jack Fisher Park resident, thanked the Police Department for always helping her feel safe but shared that due to the recent activity in the creek bed behind her home, she no longer feels safe living in the City. Greg Eisenman, concerned constituent, shared his fears and concerns about the recent fires occurring behind his home, and inquired what the neighborhood can do to help avoid future fires. Cecilia Iglesias, trustee for SAUSD Board of Education and resident of Windsor Village, shared her concerns about Centennial Park and requested it be cleaned. Ms. Iglesias also requested the City sponsor a Fourth of July parade. Esther Fonseca, resident of Artesia Pilar neighborhood, shared her opinions and appreciation of the revisions presented at the last meeting for SAMC 10-153, and suggested additional revisions. Tonya Skuzynski, resident of Jack Fisher Park, shared her concerns regarding the increase of homeless activity in her neighborhood. Tim Johnson, concerned constituent, shared his opinion and ideas on police officer recruitment and fireworks enforcement. Additionally, Mr. Johnson stated that permanent housing is the solution to addressing homelessness, and supported the City's opposition of OCNEP. 13A-10 AGENDA TTEMS 1. Approval of Minutes from the March 13, 2018 Meeting 2. Approval of Minutes from the May 8, 2018 Meeting 3. Update on Police Officer Recruitment and Hiring — Manager Robert Carroll Manager Carroll presented the Council Committee with an update on Police Officer hiring, by reviewing the number of vacancies compared to filled positions year-to-date, as well as the number of additional officers projected to be hired the remainder of 2018. Additionally, Manager Carroll discussed recruitment efforts by reviewing recruitment events that have occurred year-to-date, as well as the events scheduled through the end of 2018. Manager Carroll also gave a detailed overview of staffing averages for the City, the average tenure of sworn staff and the number of officers who are out due to on -duty injuries. The Council Committee shared dialogue with Staff about recruitmenttretainment efforts, asked questions and offered support of recruitment efforts. ACTION Chairman Tinajero asked that staff look at Fresno Police Department as an opportunity for lateral officer recruitment. 4. Update Regarding Potential Revisions to SAMC 10-153 (Loud and Raucous Noise) — Assistant City Attorney Assistant City Attorney Tamara Bogosian provided the Council Committee with options for their consideration regarding the Loud and Raucous Noise Ordinance (SAMC 10-153), as requested after last meeting's discussion about the recommended revisions. Tamara also provided and explained options for defining "subsequent" responses and shared the steps taken in compiling these revisions. 13A-11 5. Verbal Update on Policing Philosophy & Chiefs 5 -Year Strategic Plan — Chief Valentin Chief Valentin provided a verbal update on both the Chiefs Policing Philosophy and 5 - Year Strategic Plan initiatives and the progress made so far. Chief Valentin gave an overview of the established committees, scheduled community input meetings and targeted dates of publication for each initiative. 6. Summary of Fourth of July Operational Period Activity —Chief Valentin Chief Valentin shared a summary of the Police Department's approach in addressing fireworks and activity for the Fourth of July holiday, stating it was a two-pronged approach focusing on education and enforcement. Chief Valentin provided the number of outreach events, calls for service and enforcement, comparing them to last year's totals. Additionally, Chief Valentin provided a summary of an officer's injury that occurred upon responding to assist in securing OCFA on scene of an injury. 7. Homelessness Update — Hafsa Kaka, Homeless Services Manager (Strategic Plan Goal No. 5,3d & No. 1, lc) Homeless Services Manager Hafsa Kaka presented the Council Committee with an overview of recent projects that have taken place to address homelessness: Quality of Life Team (QOLT) and Santiago Creek Clean -Up. Additionally, Hafsa provided an update on the Orange County Needle Exchange Program and on Judge Carter and his involvement in addressing homelessness in the City. Lastly, Hafsa shared the ongoing general homeless services efforts taking place. 8. Application for Needle Exchange Program (OCNEP) — Chief Valentin Chief Valentin provided the Council Committee insight, in addition to the information Hafsa provided, regarding the Orange County Needle Exchange Program's (OCNEP) application for certification for mobile syringe exchange services. He shared his concerns about the Program's needle distribution, while stating that he, and other local police chiefs, opposed the Program's reimplementation. 13A-12 COMMITTEE MEMBER COMMENTS Chairman Tinajero shared his support of making the Police Department more appealing to lateral applicants, without negatively effecting the City, and asked that staff consider recruiting laterals from Fresno Police Department. Chairman Tinajero commended the good work and adjustments made to SAMC 10-153. In regards to the Fourth of July, Chairman Tinajero thanked staff for their enforcement efforts and for locating hotspots of illegal firework activity. Additionally, Chairman Tinajero shared that while the City was sensitive to the originally intended positive impact of the Orange County Needle Exchange Program, the City will remain opposed of its reimplementation for the time being. Chairman Tinajero stated that all concerns shared by the public are one of his top priorities, while reassuring them that all concerns would be addressed and asked that staff provide an update on implementing a plan. Lastly, Chairman Tinajero shared details about an opportunity for the City to partner with the Santa Ana Unified School District to apply for grant funding, and asked that staff provide a report on grant applications. He explained that if there is a park adjacent to any riverbed, the City can apply for funding to help clean up the park and address homeless concerns. Co -Chair Villegas shared his strong support in recruiting and hiring of more police officers, and reaffirmed the importance of ample police staffing, and the impact it has on the community. In regards to the Orange County Needle Exchange, Co -Chair Villegas agreed that the Program was not as successful as intended, during its initial implementation. Co -Chair Villegas congratulated Chief Black on his recent promotion, thanked staff for their hard work and presentations, and confirmed his commitment to addressing the fires in the creek bed. The Committee members were engaged in the discussions, expressed interest in the presentations, and asked for some items to be brought back for further dialogue. FUTURE ITEMS ADJOURNMENT — 7:10 P.M. DAVID VALENTIN Chief of Police ep 13A-13 13A-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: STRATEGIC PLAN MONTHLY REPORT FOR SEPTEMBER 2018 (STRATEGIC PLAN NO. 5, 1) 0-0 SAMOA _ ? GF RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Strategic Plan Monthly Report for September 2018. DISCUSSION The September 2018 monthly report provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes and percentage completed for each strategy. The Strategic Plan Monthly Reports are available on the City's website at: http://www.santa-ana.or-q/strategic-plannin.q/. 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 is no fiscal impact associated with this item. 19C-1 19C-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: RECEIVE AND FILE WORKER COOPERATIVE POLICY {STRATEGIC PLAN NO. 3,1,5C) 103 YA 515 i RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Receive and file the Worker Cooperative Policy for the Community Development Agency. DISCUSSION Small businesses are the foundation of the City and the City's well-being is inextricably linked to a strong business environment. One of the City's Strategic Plan primary goals is to implement policies and strategies for economic development to encourage businesses to grow and prosper that provide living -wage jobs, reduce unemployment, and improve the quality of life for its residents. Today, there still exist several barriers to the development of worker cooperatives which include: lack of public awareness of its benefits; limited technical support in forming, operating, or converting existing businesses to a worker cooperative; difficulties obtaining financing for cooperative formation or conversion; and high startup costs (permit fees, license fees, lease rates) that many small businesses experience in California. As local municipalities look for new and strategic forms of community economic development efforts, Santa Ana has the opportunity to be a leader in Orange County to support and reduce barriers for the development and future of a cooperative economy in the City. This policy will provide resources for local residents to develop worker cooperatives and become business owners in the City. Worker cooperatives are businesses owned and operated solely by its workers. These businesses provide local goods and services, stable jobs for residents, and offer new economic opportunities for lower income workers in the City. A worker cooperative is different from a typical business structure in that the profits are shared amongst the owners and each worker has an equal vote in the direction and actions of the business. On August 1, 2017, the City of Santa Ana took the first step in community wealth building by becoming the first city in Orange County to adopt a Resolution of Support for worker cooperatives. This community economic development initiative was aimed at increasing the wealth of the City's 1913-1 Worker Cooperative Policy October 16, 2018 Page 2 residents and providing the necessary resources for residents to become business owners in the City. During the September 4, 2018 City Council meeting, staff was directed to bring back a policy to the City Council for their consideration. Several cities across the United States have developed initiatives designed to support the development of worker cooperatives such as: Madison, WI — created an economic development program designed to support worker cooperatives; Minneapolis, MN — refocused their small business loan program to support worker cooperatives, and cities of Oakland and Berkeley passed a resolution of support for worker cooperatives. Over the past year, Economic Development staff have been working with community organizations, such as Santa Ana Building Healthy Communities, Delhi Center and Cielo, which are currently engaging and incubating local worker cooperatives with a focus on addressing local issues like food insecurity, wage inequality, and other positive health outcomes for residents. These discussions have led to a new proposed policy within the Community Development Agency to provide support for worker cooperatives. The two main actions of the policy are summarized below: 1. Develop Worker Cooperative Support Program within the Economic Development Division 2. Support and promote the conversion of businesses into worker cooperatives by offering informational workshops to local businesses Many business owners do not have succession plans and communities should be prepared for the impending retirement of these businesses. Many times, these businesses close or relocate out of the area impacting the local residents that work there. By supporting the development of worker cooperatives, these businesses can take advantage of a new business structure that enables the workers to become owners and keep their jobs and the business in the City. Staff is recommending the adoption of the worker cooperative policy. With this policy adoption, future funding sources will need to be identified to continue to market and promote the actions of this Policy. City staff will also provide an annual report to the City Council on the progress of identifying and supporting local worker cooperatives in the City and will also work to include financial incentives for worker cooperatives in upcoming business license review initiatives. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 Economic Development, Objective #1, (Implement a comprehensive Economic Development strategy to ensure that Santa Ana is a City with a vibrant business climate that is accessible, user-friendly and welcoming to all residents and visitors), Objective #5, Strategy C (Develop a knowledge base to foster economic development by actively partnering with non-profit organizations). 19D-2 Worker Cooperative Policy October 16, 2018 Page 3 FISCAL IMPACT There is no fiscal impact associated with this action. �m Steven A. Mendoza Executive Director Community Development Agency Exhibit: 1. Draft Worker Cooperative Policy 19D-3 19D-4 Worker Cooperative Support Program Attachment 1 October 16, 2018 City of Santa Ana p' Administrative Policies and Procedures Executive Director, Community Development Agency Authorization Subject Date I Number October 2018 WORKER COOPERATIVE SUPPORT PROGRAM Purpose and Intent The purpose of this program is to encourage and support the development of worker - owned businesses in Santa Ana by creating new markets and providing technical support to enable worker cooperatives to grow and succeed in the City. A worker cooperative is a business owned and operated solely by its workers. Worker cooperatives provide local goods and services, stable jobs, and economic opportunities for lower income workers. Cooperatives build local leadership and business skills and assists individuals with significant barriers to employment, while keeping wealth and jobs local and positively impacting those affected by local inequities. This program will promote economic development that creates resilient and democratic enterprises, reduces poverty, and enhances the public safety, health, and welfare of the City. The establishment of this program will also raise awareness of the worker cooperative business model and conversion to worker ownership. Policies 1. Designate City Liaison and broaden specialization of staff to include worker cooperative expertise within the Economic Development Division of the Community Development Agency. Staff will work with community organizations, cooperative developers, stakeholders and existing worker cooperatives to evaluate and assist in the removal of barriers to development and growth, assist in identifying potential incentives and financial resources, and promote worker cooperative conversion as a path to worker ownership. 2. Coordinate business development efforts and develop partnerships among the cooperative ecosystem (City departments, worker cooperatives, technical assistance providers, financial institutions). Staff will coordinate efforts to support and promote worker cooperatives with other City Agencies to 19D-5 Worker Cooperative Support Program October 16, 2018 assist in the streamlining of permits and city approvals required to start up a worker cooperative. Staff will create a strategy for connecting worker cooperatives with demand markets, technical assistance providers, and resources for financial assistance. Staff will develop partnerships and meet regularly with community- based organizations, existing worker cooperatives, technical and financial partners and others. These meetings will help guide the strategy for worker cooperative development. 3. Identify obstacles deterring local entrepreneurs from starting worker cooperatives, or employees and business owners from converting their businesses to worker cooperatives. There still exist several barriers to the development of worker cooperatives which include: lack of public awareness of its benefits; limited technical support in forming, operating, or converting existing businesses to a worker cooperative; difficulties obtaining financing for cooperative formation or conversion; and high startup costs (permit fees, license fees, lease rates) that many small businesses experience in California. Staff will work to assist in connecting worker cooperatives to the necessary resources to alleviate some of these barriers. The City will also take a proactive position to support legislation that reduces the cost of doing business for worker cooperatives, as well as supporting efforts to remove barriers, decrease unnecessary burden and regulations and assist in the streamlining of starting up a worker cooperative in Santa Ana. 4. Promote knowledge and awareness of worker cooperatives as a local economic development strategy. Staff will promote awareness of worker cooperatives as a business model, economic development strategy, and local wealth creation tool through the City's website, flyers, and informational seminars. 5. Develop City webpage identifying resources for cooperative start-ups and conversion. The City's Economic Development website will feature informational materials about worker cooperatives, including, but not limited to, resources for formation, conversion, financial resources, relevant local and regional events, and a reference list of worker cooperative federations, associations, and development organizations. 6. Promote worker cooperative job opportunities at the City's WORK Center. City staff will proactively promote job opportunities for local worker cooperatives through the City's workforce development job center. 19D-6 Worker Cooperative Support Program October 16, 2018 7. Support and promote the conversion of businesses into worker cooperatives. Staff will identify businesses that have been in the City over 25 years and provide information on the option of conversion to worker cooperatives for retiring business owners. Staff will also jointly host workshops with local community stakeholders and experts on conversion. Staff will assist in providing access to technical assistance and information for employees and business owners seeking to convert existing businesses into worker cooperatives. 8. Submit annual report on worker cooperative development to•the Community Development Agency Director for City Council. Staff will produce a report for the City Council as an update on the progress of worker cooperative development in the City. The data in the report can also be used to develop future strategies and identify future funding sources for continued worker cooperative support in Santa Ana. 19D-7 19D-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: RECEIVE AND FILE THE REAL PROPERTY DISPOSITION ADMINISTRATIVE POLICY {STRATEGIC PLAN NO. 3,5A) J CIT MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and File Real Property Disposition Administrative Policy. The City is an owner of substantial real property assets and interests. Over time, the need for these assets and interests can change, thereby creating an opportunity for their use for other purposes. By allowing remnant, unneeded, and marginally used City -owned real property assets to be employed for other purposes, the City and its residents can benefit from private improvements which provide property tax revenue and economic development opportunities, support non -City public uses such as schools, or support uses that provide substantial community benefits or opportunities for neighborhood beautification improvements. A Policy has been under development for the past year and has been presented to the City Council in various iterations. During the September 18th City Council Meeting, the City Council directed staff to bring back the policy for consideration. Staff has revised the policy so that it: Provides -clarity on the types of city owned properties covered Provides for three members of the public (Chairs of 3 City Commissions) to sit on the Real Property Disposition Committee (RPDC) Excludes leasing activities of the City. The purpose of the policy is to establish procedures whereby remnant, and marginally used City - owned real property assets and interests are identified and recommended for disposition through sale, easement, license, or agreement for use to public, private, and non-profit organizations, individuals, or other entities for economic development, public use, community use, community benefit uses, community beautification, or assemblage with adjacent real property. 19E-1 Real Property Disposition Policy October 16, 2018 Page 2 The administrative policy will conform to the existing authority and procedures under the Santa Ana Municipal Code (SAMC) Section 2-706, "Sale of real property—Procedure" which delegates to the Public Works Director after authorization by the City Council, the responsibility to schedule a sale. The administrative policy will not include a review of the disposition of properties acquired as part of capital projects that are subject to disposition terms of the funding used in their acquisition, which in those cases the types of real property will follow SAMC Section 2-706, "Sale of real property— Procedure" without the review procedures in the recommended Administrative Policy. It is also important to note that this policy does not cover real property assets and interests of the City of Santa Ana Successor Housing Agency, real property assets of the Successor Agency to the former Community Redevelopment Agency, real property assets of the City of Santa Ana held for affordable housing purposes, and real property assets that were acquired as part of capital projects that are subject to the disposition terms of the funding used in the acquisition. Approximately 15% (18 properties) of the 120 total city owned remnant parcels would be covered by this policy because of these restrictions on their future disposition. The intent of this policy is to provide an orderly, transparent, open, and fair process for public, private and non-profit organizations, individuals, and other entities to acquire remnant, and marginally used real property assets and interests from the City while assuring that the City receives the best overall value for the real property interests conveyed. The Policy is comprised of seven (5) sections • Designation of Custodian of List of Real Properties Available for Disposition: This section designates the Clerk of the Council to function as the official custodian of the City's real property list that will be available for disposition and subject to this policy. This list will be made available to the public. Process to Determine Real Property Interests Potentially Available for Disposition: This section establishes a Real Property Disposition Committee (RPDC), comprised of the following seven (7) representatives: o Executive Director for the Public Works Agency (Chair) o Executive Director for the Planning and Building Agency o Executive Director for Community Development Agency o Executive Director for the Parks, Recreation and Community Services Agency o Chair of the City Planning Commission o Chair of the Community Redevelopment and Housing Commission o Chair of the Board of Recreation and Parks The RPDC will guide the process to review and recommend available City property for inclusion on the disposition list. The properties identified for disposition will need to satisfy several criteria as outlined in pages 2-3 of the Policy. The meetings and deliberations of this 19E-2 Real Property Disposition Policy October 16, 2018 Page 3 Committee will be noticed and conducted publicly. The agenda will also allow for public comment. Classification of Real Property Interests for Disposition: During the process, the RPDC will include its recommendation to City Council a classification of the property into one or more categories (economic development potential; housing development potential; public use potential for parks, recreation and open space; community use/benefit potential; neighborhood beautification potential; or adjacent owner assemblage). These classifications will inform the preparation of disposition solicitations. Provisions Related to Disposition to Non -Profit and Community Organizations and Entities: This section provides a process for non-profit and community organizations to formally affirm their interest in acquiring city property for community use, benefit or beautification projects. The purpose of this provision is to assist the City in determining the organizational capacity of these organizations to carry out their desired use of the property. • Requirements/Procedures for Sale of Real Property Assets and Interests: This section provides the disposition procedures and details on any special requirements before disposition such as the use of brokers, appraisal of the property and soliciting community input before the sale of the property. This administrative policy will be reviewed by staff on an annual basis. STRATEGIC PLAN ALIGNMENT This item allows the City to meet Goal #3 (Economic Development), Objective 5 (Leverage private investment that results in tax base expansion and job creation citywide), Strategy A (Identify and market underutilized properties {city and non -city owned) for new development that will create new jobs and expand the City's tax base). FISCAL IMPACT There is no fiscal impact associated with this action. Steven A. Mendoza Executive Director Community Development Agency Exhibit: 1. Draft Real Property Disposition Policy 19E-3 19E-4 EXHIBIT 1 City of Santa Ana - a� 5' Administrative Policies and Procedures Executive Director,Community Development Agency Authorization Subject Date I Number October 2018 REAL PROPERTY DISPOSITION POLICY Purpose and Intent The purpose of this policy is to establish procedures whereby remnant, unneeded, and marginally used City -owned real property assets and interests are identified and recommended for disposition through sale, easement, license, or agreement for use to public, private, and non-profit organizations, individuals, or other entities for economic development, public use, community use, community benefit uses, community beautification, or assemblage with adjacent real property. The City is an owner of real property assets and interests. Over time, the need for certain of these assets and interests can change, thereby creating an opportunity for their use for other purposes. By allowing remnant, unneeded, and marginally used City -owned real property assets to be employed for other purposes, the City and its residents can benefit from public and private improvements which provide property tax revenue and economic development opportunities, support non -City public uses such as schools, or support uses that provide substantial community benefits, positively impact the health, well-being, and livelihoods of City residents, or opportunities for neighborhood beautification improvements. It is important to note that this Real Property Disposition Policy covers real property assets and interests of the City of Santa Ana, but does not cover: • The real property assets and interests of the City of Santa Ana Successor Housing Agency; • The real property assets of the Successor Agency to the former Community Redevelopment Agency of Santa Ana. Disposition of these properties are covered by the Long Term Property Management Plan as approved by the Department of Finance; • The real property assets of the City of Santa Ana held for affordable housing development purposes ("Housing Properties"). Disposition of Housing Properties is instead covered by the Affordable Housing Funds Policies and Procedures, published by the Housing Division of the Community Development Agency of the City, approved by the Santa Ana City Council on March 20, 2018; • Properties acquired as part of capital projects that are subject to the disposition terms of the funding used in the acquisition. The City's basic guiding policy is to optimize the sale price from disposition of City -owned real estate assets and interests. Optimized sale price or lease/rental income shall be based upon a current appraisal with a date of valuation not more than one (1) year prior to the date of City 19E-5 EXHIBIT 1 Council approval of any agreement to dispose of the real property. 1. DESIGNATION OF CUSTODIAN OF LIST OF REAL PROPERTIES AVAILABLE FOR DISPOSITION Following adoption of this policy, the Clerk of the Council will function as the official custodian of the list of City real properties available for disposition and subject to this policy and make the list available to the public. As properties are disposed of, or added to the City's real property portfolio, the Clerk will be provided timely updates by the City Agency disposing of the real property, or adding property to the portfolio. 2. PROCESS TO DETERMINE REAL PROPERTY INTERESTS POTENTIALLY AVAILABLE FOR DISPOSITION Several City Agencies possess expertise related to valuation and disposition of real property. This Disposition Policy establishes a Real Property Disposition Committee (RPDC) chaired by the Executive Director of the Public Works Agency (or his or her designee) and is comprised of the following six (6) representatives: • Executive Director for the Planning and Building Agency • Executive Director for Community Development Agency • Executive Director for the Parks, Recreation and Community Services Agency • Chair of the City Planning Commission • Chair of the Community Redevelopment and Housing Commission • Chair of the Board of Recreation and Parks The function of the RPDC is to review and recommend City -owned real property assets and interests for inclusion on the list of properties available for disposition held by the Clerk of the Council. Meetings and deliberations of the RPDC will be noticed and conducted publicly. The agenda of the RPDC will allow for public comment. Real properties may be made available for disposition subject to the below described review criteria. As part of its charge, the RPDC will review the City's real property inventory to determine which properties are remnant, unneeded, and marginally used and therefore potentially available for disposition. A City owned property may be recommended for disposition by the RPDC if: • The property is not currently used by a City department or does not support a municipal function. • The property is vacant and has no foreseeable use by the City. • The property is a non-performing or under -performing asset and greater value may be generated by its sale or lease. • Significant economic development opportunities may be generated by selling or leasing the property. 19E-6 EXHIBIT 1 • Disposition facilitates acquisition of real property required for a City project, or acquisition of other real property required for a City project. • In the opinion of the Executive Director of Parks, Recreation, and Community Services, the property does not provide significant park, recreation, or open space use opportunities, or if it does, no means of financing the development of the real property for park, recreation, or open space use is reasonably foreseeable. Disposition has potential to support development of affordable housing, parks and open space, community benefit uses, or neighborhood beautification. Nothing in the foregoing shall preclude the ability of the City to dispose of or exchange real property acquired in connection with a specific project if the disposal or exchange facilitates acquisition of another real property or real property interest needed for the same, or a closely related project. Factors to be considered by the RPDC in determining whether a property should be recommended for disposition may include: • Will the City be relieved of potential liabilities? • Will the City reduce the cost of maintaining a property that does not generate income or provide public benefit? • Will new property tax be generated by the sale? • Will disposition stimulate the local economy by providing opportunities for private sector investment? • Does the property have greater public benefit potential if retained than if sold or leased? • Will sale of the property generate greater economic value than a ground lease, if a ground lease is a feasible option? Recommendations from the RDPC will be submitted to the City Council for approval. 3. CLASSIFICATION OF REAL PROPERTY INTERESTS FOR DISPOSITION In addition to reviewing and recommending City -owned real property for disposition, the RPDC will also include in its recommendation to the City Council a classification of the property into one or more of the following categories (A thru F): A) Significant economic development potential An example of significant economic development potential would be a disposition that results in a development providing new employment, municipal income or tax M 19E-7 EXHIBIT 1 revenue(s). 8) Significant housing development potential An example of significant housing development potential would be a disposition that results in a development which helps the city meet its Regional Housing Needs Assessment (RHNA) targets. C) Significant public use potential, including for parks, recreation, or open space An example of significant public use potential would be a disposition that results in development of usable, publicly accessible parks or open space. D) Significant community use/benefit potential An example of significant community use/benefit potential would be a disposition that results in development of a community garden, farmer's market, or other community uses benefitting residents. Community benefits may be achieved through developing or increasing access to the following: 1. Affordable housing, with a focus on community -controlled, permanently affordable housing, for example a community land trust; 2. Affordable, healthy food retail; 3. Community health clinics; 4. Renewable energy infrastructure; 5. Public transportation; 6. Green space, parks and recreation centers; 7. Affordable childcare; 8. Youth and senior facilities and services; 9. Community agriculture; 10. Development of land by a community land trust E) Significant neighborhood beautification potential An example of significant neighborhood beautification potential would be a disposition that allows a property to be landscaped, resulting in visual enhancement of the location and neighborhood. F) Assemblage potential with adjacent owner An example of assemblage potential with an adjacent owner would be a disposition that conveys an otherwise unusable remnant property for use by an adjacent owner and back on the property tax roll. 4. PROVISIONS RELATED TO DISPOSITIONS TO NON-PROFIT AND COMMUNITY ORGANIZATIONS AND ENTITIES 19E-8 EXHIBIT 1 The City values and supports the many community-based non-profit organizations, entities and neighborhood groups that work to make Santa Ana a better place. These groups represent potential City partners for community use, benefit, and beautification projects requiring real property. The purpose of the provisions described in this section is to identify those organizations, entities, and groups that may be interested in acquiring or otherwise obtaining use of City real property for community use, benefit, and beautification projects. The City will create and maintain a list of interested organizations through a Solicitation of Interest (SOI) process. The purpose of the SOI application process is to determine the organizational capacity of applying community-based non-profit organizations, entities, and groups to own, lease, maintain, manage and operate real property for the desired program, project, or use. The list will be used to notify organizations, entities, and neighborhood groups of the availability of City real property approved for disposition that has been designated as having significant community benefit/community use potential. The City recognizes that the number of community organizations changes over time so the SOI solicitation will be conducted as an 'open recruitment' so that the list of organizations and entities may be continuously refreshed over time. An application form will be developed. Information requested may include, but is not limited to the following: • Property sought, for what purpose • Name of organization • Type of organization • Age of organization • Organizational financial capacity • Experience with controlling and managing real property • Description of how the organization will handle property management • Description of how property will be operated and maintained (Operations and Maintenance Plan) 5. REQUIREMENTS/PROCEDURES FOR SALE OF REAL PROPERTY ASSETS AND INTERESTS Conformance with Provisions of the Municipal Code: Sections 2-706, 2-706.1, 2- 706.2,2-707,2-708,2-709, - 706.2,2-707,2-708,2-709, and 2-710 of the Santa Ana, CA Code of Ordinances govern sale of real property by the City (copy attached). Notably, Section 2-706 provides for sale to the highest bidder unless another method of sale is authorized by the City Council by not less than a 2/3 vote (See Sec. 2-709). Provisions contained in this Real Estate Disposition Policy provide additional guidance in the disposition of real property assets, but in the case of conflict, the Municipal code and its provisions govern. Conformance with Provisions of Government Code Sections 54220 thru 54233: California Government Code Sections 54220 thru 54233 requires that a local agency proposing to dispose of surplus property must first notify all governmental agencies operating within the City as to the availability of the property. The agencies are given 60 days to respond with an intent to acquire, if not, the property may be deemed cleared for public sale. (note: Government Code Sections 54220 thru 54233 requirements do 19E-9 EXHIBIT 1 not apply to disposition of real property that has not been used by the City and acquired or held for purposes of exchange or sale as a remnant in connection with implementation of a City project). • Community Comment Required Prior to Issuance of Solicitation: Prior to the City Council approving properties for inclusion on the list of properties available for disposition, or authorizing issuance of solicitations for disposition (e.g. Requests for Proposal, listing for sale or lease, etc.), the City shall conduct a noticed neighborhood meeting pursuant to Section 2-153 of the Santa Ana Municipal Code (relevant portions of Ordinance NS -2838 "Sunshine Ordinance") in order to obtain neighborhood comment on the proposed disposition and future use(s) of the real property in question. • Special Requirements Related to Disposition of Park Land: Real property designated as park land often have special restrictions related to the source of funds used for the original acquisition or site development. Such restrictions can arise from covenants restricting use to park purposes and the source of funds used to acquire the real property. • Appraisal and Authorization of sale by City Council. Upon approval by the City Council that a property may be sold, the City Manager is authorized to sell the property for a price equal to or greater than a minimum price established by a current (less than one (1) year old) appraisal. Method of Sale: Properties may be sold by any method allowed by the Municipal Code and this Policy. This includes direct negotiation, request for proposal, listing with a broker, sealed bid, auction or other appropriate method as recommended by the City Manager and approved by the City Council. As appropriate, disposition agreements shall include reasonable 'olawback" provisions that provide the City the ability to regain ownership of a property as one remedy for non-performance by purchaser or lessee under a disposition agreement or lease. • Marketing: Properties offered for sale shall receive the widest possible exposure to the market. This may be accomplished through direct marketing techniques, such as requests for proposals (RFPs), advertising, exposure through the real estate media, posting the property on the multiple listing service or any other appropriate method. • Use of Proceeds: For transactions where the City retains disposition proceeds, the City Manager may recommend use of proceeds; however, the City Council retains approval discretion on use. Application of disposition proceeds toward 'one time" expenditures, such as deferred maintenance for city owned assets (parks, community centers), and other possible one time uses, should be prioritized. • Use of Real Estate Brokers: Real estate brokers may be used to represent the City in the sale of its properties. Brokers will be selected for individual assignments through Requests for Proposals (RFP) or Requests for Qualifications (RFQ) and a subsequent bid or other methods that result in the City receiving the services of a qualified broker at the best value to the City. If the property is listed with a broker, the City reserves the right to exclude from the listing agreement potential buyers whose interest in purchasing 6 WMIC EXHIBIT 1 a property has been made a part of the record prior to the execution of the listing agreement. All brokerage arrangements shall conform to Section 2-707 of the Municipal Code. • Easements: The City will receive current fair market value for the removal of restrictive easements or access rights previously paid for by the City or other governmental agency or reserved in a sale of City property. Negotiated Sales: Negotiated sales are permitted as provided in the Municipal Code and this Disposition Policy, and may be approved under one of the following conditions: o When a parcel is landlocked. o When the sale to a contiguous owner would correct a site deficiency. o When a fee interest in a pipeline or other right-of-way is no longer required, it may be sold to a contiguous owner. A restrictive pipeline easement of adequate width or other required easements will be reserved from said sale. o When other governmental, public and quasi -public agencies submit acquisition proposals, or any sale is authorized by a two-thirds (2/3) vote of the City Council after a noticed public hearing per Municipal Code Section 2-709. 19E-11 19E-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: AWARD PURCHASE ORDER TO NATIONAL AUTO FLEET GROUP INC., FOR CHEVROLET BOLT ELECTRIC VEHICLES (SPECIFICATION NO. 18-087) (STRATEGIC PLAN NO. 6,2) wrolluumly- mm W, RECOMMENDED ACTION 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 Authorize a one-time purchase and payment of purchase order to National Auto Fleet Group Inc., forthe purchase of six Chevrolet Bolt electric vehicles in an amount notto exceed $211,471, subject to non -substantive changes approved by the City Manager and City Attorney. The Finance and Management Services Agency, Facilities, Fleet Maintenance and Central Stores Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. In an effort to promote and enhance the City's effort to purchase alternative fuel vehicles, six older sedans purchased between 2004 and 2006 have been identified to be replaced with Chevrolet Bolt electric vehicles. Specifically, two of these replacement vehicles are assigned to Planning and Building Agency and four are part of the City Pool Car fleet that are used on an as -needed basis. Due to the electrification efforts of many jurisdictions throughout the nation, a new Climate Mayors EV Purchasing Collaborative was recently created to provide cities and counties a cost effective method to procure electric vehicles and charging station infrastructure. Currently, over 400 cities have joined this collaborative effort in their ongoing commitment with mitigating impacts climate change. The City went out to bid about 6 months ago and awarded a contract to Guaranty Chevrolet. Guaranty informed us in writing that their pricing would remain the same for these 6 vehicles. Subsequently, we found this new Mayor's Collaborative that would save approximately $4,000 per vehicle. Santa Ana Ordinance No. NS -2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The Climate Mayor's Collaborative awarded a contract to National Auto Fleet Group (NJPA contract # 120716 -NAF) for procurement of electric vehicles as a result of open competitive bidding on behalf of its members, which includes government agencies. The awarded contract is valid through January 17, 2021 and is in accordance with the City's existing Purchasing Guidelines. 22A-1 Award Purchase Order for Chevrolet Bolts October 16, 2018 Page 2 Outreach Efforts The Purchasing Division determined utilizing the Climate Mayors Collaborative is in the City's best interest as it allows a more efficient mechanism that is required to take delivery of new equipment, eliminating the need to solicit for items that already include a reduced price. National Joint Powers Authority (NJPA) contracts have been competitively solicited nationwide and awarded with price as the main factor therefore ensuring cost competitiveness of the purchase. In addition, local automobile franchisees have been made, via various means of communication, and thus are aware of the City's use of Cooperative agreements of which they have fair opportunity to bid on when advertised. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $211,471 are available in the FY 2018-19 Fleet Services Air Quality Improvement account (03110101-66400). APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal vii (03ND Acting Executive Director Finance and Management Services Agency CL/sm/sp 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: APPROVE CONTRACT AMENDMENT WITH ENTERPRISE FLEET MANAGEMENT FOR LEASED VEHICLES (SPECIFICATION NO. 13-008) (STRATEGIC PLAN NO. 1,5; 5,3; 5,4) CI M RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: IT�Sti��f�i ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Amend the contract with Enterprise Fleet Management for leased vehicles in the amount of $162,000, for a total amount not to exceed $670,322, and extend the contract expiration date to December 31, 2018, subject to non -substantive changes approved by the City Manager and City Attorney. On March 18, 2013, Council awarded a three-year contract with two one-year renewal options to Enterprise Fleet Management for leased vehicles. Under the stated contract, the Santa Ana Police Department leases vehicles for various personnel based on need for Feld assignments. Leasing a variety of vehicles allows them to be interchanged in order to maintain anonymity and safety of the police officers. The Police Department currently leases 22 vehicles for the Special Investigations Division surveillance program and Task Force members. In addition, 20 vehicles are leased and assigned to background investigators, police commanders and various staff assigned to Training, Internal Affairs and the Personnel Division. The Planning and Building Agency leases six vehicles to assist with Code Enforcement, Building Inspection and Medical Marijuana compliance. The City's contract with Enterprise Fleet Management began with 34 vehicles. Over the contract period, amendments were approved to add vehicles for additional programs, including the Planning and Building Agency's compliance program bringing the total amount of current leased vehicles to 48. Additional costs include a maintenance program on 22 vehicles, vehicle registration and license fees for each new vehicle, as well as annual registration renewal fees for all vehicles. To allow adequate time to research new contract options while maintaining service levels, staff recommends approval of additional funds in the amount of $162,000 and extension of the contract through December 31, 2018. 2213-1 Contract Amendment for Leased Vehicles October 16, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports City efforts to meet Strategic Plan Goal #1 Community Safety #5, provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana. Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #3, (Facilitate divers housing opportunities and support efforts to preserve and improve the livability in Santa Ana), and Objective #4, (Support neighborhood vitality and livability) FISCAL IMPACT Additional funds in the amount of $162,000 are available in FY 2018-19 accounts as follows: Police Department accounting units no. 01114445;01114400;01114402;01114405; 01114410;01114420;01114435;01114440;01114450 Contract Services- Professional account 62300 $ 148,727 Planning and Building Agency Admin Services: 01116500-62300 $ 13,273 Total $ 162,000 D ntin Chief of Police Santa Ana Police Department Minh Thai Executive Director Planning and Building Agency eg APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal U Xt- C22 8� Acting Executive Director Finance and Management Services Agency 228-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: APPROVAL OF VARIOUS HISTORIC PROPERTY PRESERVATION AGREEMENTS (STRATEGIC PLAN NOS. 5,2; 5,3) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreements with the below -referenced property owners for the identified structures, subject to non -substantive changes approved by the City Manager and City Attorney. Property Owner(s) Historic Property Address/House Vote by HRC Preservation Agmt. No. Richard A. Weie and Dianne M. Weie 2017-12 2011 N. Ross St. 7:0 (Contreras -Leo absent Saul Avila and Christina A. Avila 2017-36 1318 N. Baker St. 7:0 (Contreras -Leo absent Dana M. Karges and Terry L. Karges 2017-45 2145 N. Greenleaf St. 7:0 (Contreras -Leo absent Thomas I. Browning & Monica R. 2017-50 2108 N. Heliotrope Dr. 6:1 (Contreras -Leo Browning absent; Murashie abstained Nicholas B. Gillespie and John B. 2017-55 2203 N. Flower St. 6:1 (Contreras -Leo Hicks absent; Murashie abstained Ernesto Estrada 2017-57 2005 N. Greenleaf St. 7:0 (Contreras -Leo absent David M. Nisson and Lisa M. Nisson 2017-59 2013 N. Heliotrope Dr. 6:1 (Contreras -Leo absent; Murashie abstained Kelly B. Peart and Joanne M. 2017-61 2038 N. Ross St. 7:0 (Contreras -Leo Knudsen -Peart absent) Glenn C. Garvin and Robin L. Garvin 2018-01 1110 S. Parton St. 7:0 (Contreras -Leo absent HISTORIC RESOURCES COMMISSION ACTION On October 4, 2018, the Historic Resources Commission recommended that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreements with the identified property owners for the historic structures, subject to non - substantive changes approved by the City Manager and City Attorney. 25A-1 Historic Property Preservation Agreements October 16, 2018 Page 2 DISCUSSION This action allows for the approval of a Historic Property Preservation Agreement (Mills Act Contract) which provides a potential property tax reduction whereby property owners agree to reinvest the tax savings towards the maintenance of the historic property (Exhibit A). Additionally, the agreement prevents inappropriate alterations to the historic structures (Exhibits B1 -B9). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability) and Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT The Historic Property Preservation Agreement will reduce the Property Tax revenue account 01102002-50011 to the City by an estimated $7,987.08 annually noted below, for a period of not less than ten years. HPPA No. Address Estimate Exhibit No. 2017-12 2011 N. Ross Street $853.18 B1 2017-36 1318 N. Baker Street 499.86 B2 2017-45 2145 N. Greenleaf Street 783.09 B3 2017-50 2108 N. Heliotrope Drive $1,507.97 B4 2017-55 2203 N. Flower Street $717.72 B5 2017-57 2005 N. Greenleaf Street $850.08 B6 2017-59 2013 N. Heliotrope Drive $1,123.82 B7 2017-61 2038 N. Ross Street $860.20 B8 2018-01 1110 S. Parton Street $791.18 1 B9 Total for All Properties: $7,987.10 Minh Thai s Executive Director Planning and Building Agency PG:fg &RFCAM0-16-18TBA Hlstodc Prop PresemUm Mills Act Agmt 10-16-18 APPROVED TO FUNDS AND ACCOUNTS: Sergio Vid M (zs q) Acting Executive Director Finance and Management Services Agency Exhibits: A. Mills Act Agreement Template B1 -B9 Historic Resources Commission Staff Reports 25A-2 MILLSACTAGREEMENT /Address] Sada Ann, CA 9270 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council FREE RECORDING PURSUANT TO UCVERNMENT CODE -+ 27353 HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement') is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existim, under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), and INamel . (hereinafter referred to as "Owner"), owners of real property located at [Address , Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act') to enter into contracts with Owner of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at lAddressl. Santa Ana, CA, 9270X and more particularly described in Exhibit A. attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the properly Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. E. The Owner and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division I of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment EXHIBIT A MILLS A CTAGREEMENT /Address/ Smdn Anti, CA 9270 of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features described in the "Department of Parks and Recreation Primary Record" attached hereto as Exhibit C, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the -'- 25A-4 MILLSACTAGREEMENT /Address) Santa Ana, CA 9270 State Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto as Exhibit B, and incorporated herein by this reference. Owner shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the j public right-of-way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent-the-viewing-of-the-historic-landmark-by-the-public.--- d. he-historic-landmark-by-the-public _ d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission, paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic examination, by prior appointment, of the interior and exterior of the Historic Property by representatives of the County Assessor, the State Department of Parks and Recreation, the State Board of Equalization, and the City of Santa Ana as may be necessary to determine the Owner's compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owners hereby agree to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owners have breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner has failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Goverment Code Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 %) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. -3- 25A-5 DULLS ACT AGREEMENT /Address/ Santa Ana, CA 9270 b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and_no-fee_imposed,_as-specified in GoN ernment C-ode_Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, the City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by the Owner, the City shall give written notice to the Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by the Owner), then the City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of the Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by the Owner or apply for such relief as may be appropriate. b. The City does not waive any claim of default by the Owner if the City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in the City's regulations governing historic properties are available to the City to pursue in the event that there is a breach of this Agreement. No waiver by the City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owners hereby subject the Historic Property, located at lAddressl, Assessor Parcel Number [Number], and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, reservations, and restrictions as set forth in this Agreement. b. The City and Owner hereby declare their specific intent that the covenants, reservations and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner's successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations -4- 25A-6 M/LLSACTAGREEMENT (Address/ Snnht Ann, CA 9170 expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument. 8. No Compensation. Owner shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council Owner: [Nante(s)] [Address] Santa Ana, CA 9270 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agenda, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of tite Owner's activities in connection with the Historic Property. C. This ]told harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. -5- 25A-7 A//LLS ACT AGREEMENT /Address/ Santo Anti, CA 9270 d. All of the Agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties i herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. C. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may_recp_v_er all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. ll. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Notice of the Contract to Office of Historic Preservation. No later than six (6) months of entering into the contract, the owner or agent of an owner shall provide written notice of this Agreement to the Office of Historic Preservation. 13. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 14. Effective Date This Agreement shall be effective on the day and year first written above in Section 1. (Signature Page Follows) -6- 25A-8 ATTEST: MILLSACTAGREEMENT lAddress] Sada Ann, CA 9270 CITY OF SANTA ANA ZA G0DINE Clerk of the Council City Manager APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: 7N Az� LISA S ORCK Assistant City Attorney OWNER: Date: RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency LIM Date: By: -7- 25A-9 MILLSACT AGREEMEA'T /Address/ Saaia Ana, CA 9270 EXHIBIT A LEGAL DESCRIPTION Assessor's Parcel Number: -8- 25A-10 MLLLSACTAGREEVENT [Address] Saha Axa, CA 9270 Exhibit B Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's,Standards for Rehabilitation of Historic Buildings, as follows: Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a buildin„ structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alterations and be discouraged when such alterations historical, architectural or cultural mate -9- 25A-11 additions to existing properties shall not nd additions do not destroy significant ial, and such design is compatible with M/LLSACTAGREEMENT /Address] Santa Ana, CA 9170 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the stricture would be unimpaired. -to- 25A-1 2 to- 25A-12 A/ILLS ACT ACREEAIENT /Address/ Salm Ann, CA 9270 EXHIBIT C Department of Parks and Recreation Primary Record for Property _>>_ 25A-13 25A-14 REQUEST FOR Historic Resources Commission Action HISTORIC RESOURCES COMIC L%M MEErIN G DATE OCTOBER 4, 2018 TITLE: �6 -- HISTORIC RESOURCES CO IISSIONSECRErARY PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-15, HISTORIC REGISTER CATEGORIZATION NO. 2017-14, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2017-12 FOR PROPERTY LOCATED AT 2011 NORTH ROSS STREET {STRATEGIC PLAN NOS. 5,2; 5,31 Prepared by Pedro Gomez APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Planning Manage RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2017-15 and Historic Register Categorization No. 2017-14 (Exhibit 1). 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Richard A. and Dianne M. Weie, subject to non -substantive changes approved by the City Manager and City Attomey (Exhibit 2). Request of Applicant Richard A. and Dianne M. Weie are requesting approval to designate an existing residence located at 2011 North Ross Street to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Project Location and Site Description The subject property is located on the east side of North neighborhood. The site consists of a 1,898 -square -foot, Spanish and garage on a 7,047 -square -foot residential lot (Exhibit 3). Analysis of the Issues Historical Listing Ross Street in the Floral Park Colonial Revival style residence In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30-2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria EXHIBIT B1 25A-15 HRCA No. 2017-15, HPPA No. 2017-12 October 4, 2018 Page 2 HRC No. 2017-14 established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structure be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties, pursuant to criteria contained in Section 30-2 of the Santa Ana Municipal Code, as the property is 91 years old and is a good example of period architecture. No known code violations exist on record for this property. The property, recognized as the Dixon -Morris House, is located within the Floral Park neighborhood boundaries and has distinctive architectural features of the Spanish Colonial Revival style. The residence was built in 1927 by W. H. Dixon. Developer and builder Allison Honer (1897-1981), was credited as the subdivider and builder of a major portion of northwest Santa Ana. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881-1965), continued developing the groves of Floral Park. In the early post World War II years, Floral Park continued its development as numerous smaller, single-family houses were built. The first known resident of the property was Wilson J. Morris, who was retired but had previously worked in real estate. Morris owned and occupied the house with his wife, step -daughter, and brothers-in-law and remained at the property until at least 1939. The next known resident was Frederick H. Zaiser, who was retired and lived in the building from at least 1947 through at least 1954. Harold W. Jenkins, a foreman at Dimension Mill, lived on the property during the 1960's. The last known resident was John Preston, who was listed in the 1980 city directory as the occupant of 2011 North Ross Street. The Dixon -Moms House is asymmetrical in plan and features a cross -gabled roof along the primary elevation. This portion of the roof is clad in ridged terra cotta tiles of orange and black, while the middle to back portion of the roof is flat and hidden by a low parapet wall. The home features tiled bargeboards, ornamented with leaf -edged circular tiles embossed with crosses in the center and with scrolls on the sides, that accent the gable ends. Centered on the fagade (west elevation), the main entry is located within a square, projecting porch topped by a tiled pyramidal roof and accessed via an archway. In 1985, the formerly detached garage was expanded and attached to the house. A second addition, also from 1985, is located on the east elevation and is not visible from the public right- of-way. More recently, a walled, paved courtyard was constructed that occupies the former front lawn and integrates a curved cement entry path. Most of the windows of the building have been replaced, although the characteristic pattern of muntins outlining upper sashes have been preserved. Additionally, non -original smooth stucco covers the exterior walls, including a chimney attached to the north elevation. However, the occasional use of smooth stucco has been previously seen on Spanish Colonial Revival style residences. Therefore, it's been determined that the non -original windows and the smooth stucco do not detract from the property 25A-16 HRCA No. 2017-15, HRC No. 2017-14 HPPA No. 2017-12 October 4, 2018 Page 3 as it retains a majority of the character -defining features that embody the massing, materials, and detailing of the Spanish Colonial Revival style. It is recommended that the house be designated to the Santa Ana Register of Historical Properties and categorized as "Contributive" because it "contributes to the overall character and history" of the Floral Park neighborhood, and, as an intact example of the Spanish Colonial Revival style in the Floral Park neighborhood, "is a good example of period architecture." Character -defining features of the Dixon -Moms House that should be preserved include, but may not be limited to: materials and finishes; roof configuration (cross -gable and low parapet wall); materials and treatments (ridged terra cotta tiles, tiled bargeboards); massing and composition; porch topped by a tiled pyramidal roof; fenestration; and architectural detailing. Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 2). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property The property has no identified unauthorized modifications. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. Public Notification The subject site is located within the Floral Park Neighborhood Association boundaries. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, the project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. 25A-17 HRCA No. 2017-15, HRC No. 2017-14 HPPA No. 2017-12 October 4, 2018 Page 4 CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2017-134 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Pedro Gomez Assistant Planner I PG:sb SAHW2018110-4-182011 North Ross Street (Dixon -Moms House)T011 North Ross Street—Staff Report Exhibits 1. - Resolution 2. - Mills Act Agreement 3. - 500' Radius Map 25A-18 RESOLUTION NO. 2018-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-15 TO PLACE THE PROPERTY LOCATED AT 2011 NORTH ROSS STREET, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2017-14 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On October 4, 2018, the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2017-15) and categorization (Historic Resources Commission Categorization No. 2017-14) of the Dixon -Morris House located at 2011 North Ross Street, Santa Ana. B. The Dixon -Morris House has distinctive architectural features of the Spanish Colonial Revival style, and was built in 1927 by W.H. Dixon. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as "Contributive" because it "contributes to the overall character and history" of the Floral Park neighborhood, and, as an intact example of the Spanish Colonial Revival style in the Floral Park neighborhood, "is a good example of period architecture." Character -defining features of the Dixon -Morris House that should be preserved include, but may not be limited to: materials and finishes; roof configuration (cross -gable and low parapet wall); materials and treatments (ridged terra cotta tiles, tiled bargeboards); massing and composition; porch topped by a tiled pyramidal roof; fenestration; and architectural detailing. D. The legal owners of the property are Richard A. and Dianne M. Weie. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. EXHIBIT1 25A-19 F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30-2 of the Santa Ana Municipal Code. G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30-2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2017-134 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2017-15 to place the Dixon -Morris House located at 2011 North Ross Street, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2017-14 placing the Dixon -Morris House located at 2011 North Ross Street, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff Report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file with the Planning Division, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 4L' day of October, 2018. Alberta Christy, Chairperson 25A-20 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission m NOES: Commission members ABSTAIN: Commission mem NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 4, 2018. Date: Commission Secretary City of Santa Ana 25A-21 EXHIBIT A LEGAL DESCRIPTION APN Address Legal Description Owner Names 002-101-11 2011 North Ross Street PARCEL ONE: Richard A. and Dianne M. Weie LOT 14 OF TRACT NO. 788, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 23, PAGE 49 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY CALIFORNIA. PARCEL TWO: THAT PORTION OF THE LAND ALLOTTED TO WILLIAM FERGUSON IN DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK 'B" OF JUDGEMENTS OF THE 17TH JUDICIAL DISTRICT COURT OF CALIFORNIA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BOUNDED AS FOLLOWS: ON THE WEST BY THE EASTERLY LINE OF LOT 14 OF TRACT NO. 788, AS PER MAP RECORDED IN BOOK 23, PAGE 49 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF 25A-22 25A-23 SAID COUNTY. ON THE NORTH BY THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID LOT 14; ON THE EAST BY THE WESTERLY LINE OF THE LAND DESGNATED AS "JACOB FISHER" AS PER MAP SHOWING OCNDITIONS AND APPEARANCE OF ORANGE GROVE TRACT WEST OF WEST ST. AND BLOCK 'B" OF COLE TRACT RECORDED IN BOOK 2, PAGE 9 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ON THE SOUTH BY THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF SAID LOT 14. 25A-23 FREE RECORDING PURSUANT TO GOVERNMENT CODE §27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement") is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), and Richard A. and Dianne M. Weie, (hereinafter collectively referred to as "Owners"), owners of real property located at 2011 North Ross Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act") to enter into contracts with owners of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. Owners possess fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 2011 North Ross Street, Santa Ana, CA, 92706 and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. City and Owners, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for Owners and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. EXHIBIT 2 25A-24 E. Owners and City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division I of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and Owners agree as follows: 1. Effective Date and Term of Agreement. This Agreement shall be effective and commence on October 17, 2018, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If Owners or City desire(s) in any year not to renew the Agreement, Owners or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by Owners to City at least ninety (90) days prior to the annual renewal date, or served by City to Owners at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, Owners may file a written protest of City's decision of nonrenewal. City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to Owners of nonrenewal. d. If either Owners or City serves notice to the other of nomenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owners shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features described in the "Historical Property Description" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, 25A-25 organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owners shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owners shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owners shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owners' compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. Owners hereby agrees to furnish City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that Owners have breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if City determines that Owners have failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, Owners shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 25A-26 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 %:) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owners, the City shall give written notice to Owners by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owners), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owners growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owners or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owners if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. Owners hereby subject the Historic Property, located at 2011 North Ross Street, Assessor Parcel Number, 002-101-I1, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions, and restrictions as set forth in this Agreement. b. City and Owners hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall 25A-27 pass to and be binding upon Owners' successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument. 8. No Compensation. Owners shall not receive any payment from City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to Owners as a result of the effect upon the assessed value of the Property on the account of the restrictions on the use and preservation of the Property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council Owners: Richard A. and Dianne M. Weie 2011 North Ross Street Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. Owners agree to and shall indemnify and hold City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of Owners or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation and maintenance of the Historic Property. Owners hereby agree to and shall defend City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of Owners' activities in connection with the Historic Property. 25A-28 C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California, with venue in Orange County. 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 13. Effective Date This Agreement shall be effective on the day and year set forth in section 1. (Signature Page Follows) 25A-29 ATTEST: MARIA D. HUIZAR Clerk of the Council OWNERS: Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney BY: LISA STORCK Assistant City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager By: RICHARD A. WEIE FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 25A-30 EXHIBIT A LEGAL DESCRIPTION PARCEL ONE: LOT 14 OF TRACT NO. 788, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 23, PAGE 49 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY CALIFORNIA. PARCEL TWO: THAT PORTION OF THE LAND ALLOTTED TO WILLIAM FERGUSON IN DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK `B" OF JUDGEMENTS OF THE 17TH JUDICIAL DISTRICT COURT OF CALIFORNIA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BOUNDED AS FOLLOWS: ON THE WEST BY THE EASTERLY LINE OF LOT 14 OF TRACT NO. 788, AS PER MAP RECORDED IN BOOK 23, PAGE 49 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ON THE NORTH BY THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID LOT 14; ON THE EAST BY THE WESTERLY LINE OF THE LAND DESGNATED AS "JACOB FISHER" AS PER MAP SHOWING OCNDITIONS AND APPEARANCE OF ORANGE GROVE TRACT WEST OF WEST ST. AND BLOCK "B" OF COLE TRACT RECORDED IN BOOK 2, PAGE 9 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ON THE SOUTH BY THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF SAID LOT 14. Assessor's Parcel Number: 002-101-11 25A-31 EXECUTIVE SUMMARY Dixon -Morris House 2011 North Ross Street Santa Ana, CA 92706 NAME Dixon -Morris House REF. NO. ADDRESS 2011 North Ross Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1927 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric M Historic ❑ Both ARCHITECTURAL STYLE: Spanish Colonial Revival The Spanish Colonial Revival style, as its name implies, encompasses two major subcategories. The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. Preceded by the Mission Revival style, movement received widespread attention after the Panama -California Exposition in San Diego in 1915, where lavish interpretations of Spanish prototypes were showcased. The most common features of Spanish Colonial Revival architecture are low-pitched or flat roofs, usually with little or no overhangs clad in red tiles, asymmetrical facades, and stucco exterior walls. Character -defining features of the style also include arches, towers, elaborated chimney tops, balconies and patios, window grilles, wood, wrought iron, tile, or stone decorative elements. SUMMARY/CONCLUSION: The Dixon -Morris house qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Spanish Colonial Revival style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Floral Park neighborhood and "is a good example of period architecture," representing the Spanish Colonial Revival style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). EXPLANATION OF CODES: California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. . It embodies the distinctive characteristics of a type, period, region, or method of construction; or represents the work of a master, or possesses high artistic values. 5S3: Appears to be individually eligible for local listing or designation through survey evaluation. EXHIBIT B1 25A-32 State of California—The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI #_ PRIMARY RECORD Trinomi NRHP Status Code Other Listings Review Code Reviewer Date e name(s) or number (assigned by recorder) Dixon -Morris House P1. Other Identifier: •P2. Location: []Not for Publication ■Unrestricted •a. County Orange County 'b. USGS 7.5' Quad TCA 1725 Date: March 3, 2015 'c. Address 2011 North Ross Street City Santa Ana Zip 92706 `e. Other Locational Data: Assessor's Parcel Number 002-101-11 'P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located on the east side of North Ross Street, this one-story, single-family residence exhibits a builder's quirky interpretation of the Spanish Colonial Revival style. The building is asymmetrical in plan. The front portion of the roof along the primary elevation is cross -gabled and is clad in ridged terra cotta tiles of orange and black, while the middle to back portion of the roof, including that of the back additions, is flat and hidden by a low parapet wall. Tiled bargeboards, ornamented with leaf - edged circular tiles embossed with crosses in the center and with scrolls on the sides, accent the gable ends. Metal flashing has been substituted for the original coping of the parapets, which presumably was also tile. Non -original smooth stucco covers the exterior walls, including a chimney attached to the north elevation. Centered on the facade (west elevation), the main entry is located within a square, projecting porch topped by a tiled pyramidal roof and accessed via an archway. The walls of the porch are slightly undulating and battered, echoing the north and south ends of the fagade. A low wall, topped with brick, encloses a patio south of the entry. North of the entry, a large tripartite window is spanned by a flattened arch transom window featuring a radiating pattern of muntins. Other details of the design include a small arched niche above a corbel that accents the porch wall below the roof and an arched vent in the front gable face. (See Continuation Sheet 3 of 3.) •P3b. Resource Attributes: (list attributes and codes) Single-family Property `P4. Resources Present: ■Building OStructure ❑Object ❑Site ❑District ❑Element of District ❑Other P51p. Photo: (view and date) West elevation, view east August 2017 `P6. Date Constructed/Age and Sources: ■historic 1927/City of Santa Ana Building Permit •P7. Owner and Address: Richard A. and Dianne M. Weie 2011 North Ross Street Santa Ana, CA 92706 •P8. Recorded by: Pedro Gomez, City of Santa Ana 20 Civic Center Plaza M-20 Santa Ana, CA 92702 'P9. Date Recorded: October 4, 2018 •P10. Survey Type: Intensive Survey Update 'P11. Report Citation: (Cite survey report and other sources, or enter "none") None 'Attachments: ONone OLocation Map ❑Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record OArchaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record ORock Art Record OArtifact Record OPhotograph Record O Other (list) DPR 523A (1195) EXHIBIT B2 *Required information 25A-33 State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRNP Status Code 5S3 'Resource Name or #: Dixon -Morris House B1. Historic Name: Dixon -Morris House 132. Common Name: None B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *B5. Architectural Style: Spanish Colonial Revival *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed 1927. April 30, 1935. Alterations, $125. August 5, 1949. Reroof, $99. October 6, 1960. Addition to residence (sewing room), $1,000. May 9, 1985. Add kitchen, garage. November 22, 1985. Re -stucco. June 3, 1988. Block wall. *B7. Moved? ■No OYes OUnknown Date: Original *B8. Related Features: None. B9a. Architect: Unknown b. Builder: W. H. Dixon *810. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1927 Property Type: Single -Family Residence Applicable Criteria: C/3 (Discuss importance in terns of historical or architectural context as defined by theme, period, and geographic scope. Also address integ(ty) The house is one of a pair originally constructed in 1927 by W. H. Dixon. Dixon was the owner listed on the original building permit, which valued the house and garage at $6,000. Dixon, who advertised himself as a contractor, builder, and proprietor of Dixon's Durable Dwellings, proudly claimed that the two homes, 2011 North Ross and 1019 North Flower, aren't bargain houses!" in the September 22, 1927 Santa Ana Register. Dixon went on to proudly proclaim: "Clean, clear-cut, honest workmanship and materials were imperatively necessary, every sub -contractor knew he was selected because he could be relied on to do a quality job at a fair price and profit and not because he was the cheapest man." The first known resident of the property was Wilson J. Morris, who was retired, but had previously worked in real estate. Morris owned and occupied the house with his wife, step -daughter, and brothers-in-law, according to the 1930 federal census. City directories indicate that Morris remained at the property until at least 1939. The next known resident was Frederick H. Zaiser, who was retired, and who lived in the building from at least 1947 through at least 1954. The 1962 City directories provided the name of the next known resident., Harold W. Jenkins, a foreman at Dimension Mill. Jenkins had added a sewing room to the house in 1960, according to the building permit records. The last known resident was John Preston, who was listed in the 1980 city directory as the occupant of 2011 North Ross Street. B11. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 4.) B13. Remarks: *B14. Evaluator: Olivia White/Chattel, Inc. *Date of Evaluation: October4, 2018 (This space reserved for official comments.) Sketch Map Dixon -Morris House 12011 North Ross Street ] vcmu cert �— ]– DPR 523B (1195) 25A-34 'Required information O. O.' t lot maer RAa� j(D@ L O n Rx O A Q DPR 523B (1195) 25A-34 'Required information *P3a. Description (continued): Two additions to the house have been constructed. In 1985, the formerly detached garage was expanded and attached to the house. A second addition, also from 1985, is located on the east elevation and is not visible from the public right-of-way. A more recent addition is a walled, paved courtyard that occupies the former front lawn and curved cement entry path. Newer landscaping accents the courtyard and sidewalk and a simple poured concrete driveway split down the middle leads to the garage on the south elevation. In regards to modifications, the occasional use of smooth stucco has been previously seen on Spanish Colonial Revival style residences. In addition, the stucco does not detract from the property as it retains a majority of the character -defining features that embody the massing, materials, and detailing of the Spanish Colonial Revival style. Other than the noted changes, the house appears intact and is in good condition. *1310. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Dixon -Morris House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados, and walnuts and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897-1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353-356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange Countv Register. September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s and Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881-1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post World War Il years, Floral Park continued its development as numerous, smaller, single-family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2018) Floral Park maintains its identity as the premier neighborhood of Santa Ana, which has historically been home to many affluent and prominent citizens. The Dixon -Morris House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its representation of the distinguishing characteristics of the Spanish Colonial Revival style. Additionally, the house has been categorized as 'Contributive" because it "contributes to the overall character and history" of the Floral Park neighborhood and "is a good example of period architecture," representing the Spanish Colonial Revival style in Santa Ana. Character -defining features of the Dixon -Morris House that should be preserved include, but may not be limited to: materials and finishes; roof configuration (cross -gable and low parapet wall); materials and treatments (ridged terra cotta tiles, tiled bargeboards); massing and composition; porch topped by a tiled pyramidal roof; fenestration; and architectural detailing. *B12. References (continued): Marsh, Diann. Santa Ana, An Illustrated History, Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC., National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources."Sacramento: March 1995. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Orange County Plat Maps, 1912. Historic Maps, Santa Ana History Room, 1923, 1932, 1955. Santa Ana and Orange County Directories, 1926-1961. Santa Ana History Room Collection, Santa Ana Public Library. Classified Advertisement, Santa Ana Register. September 22, 1927. Ancestry.com (federal census, city directories). 25A-35 Exhibit C Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with 25A-36 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. 25A-37 ARM lamm go F74, rd 7 -EN 77 Tp = yy I it Aj rmF 4 A-4 i'32ft J 500' RADIUS HRCA 2017-15/ HRC 2017-14/ HPPA 2017-12 2011 NORTH ROSS STREET DIXON-MORRIS HOUSE PLANNING AND BUILDING AGENCY EXHIBIT 3 25A-38 REQUEST FOR Historic Resources Commission Action HSrORIC RESOURCES COMMISSION MEEIING DATE-- OCTOBER ATE OCTOBER 4, 2018 TITLE: 0 HISTORIC RESOURCES COMMISSION SECRETARY PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-32, HISTORIC REGISTER CATEGORIZATION NO. 2017-31, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2017-36 FOR PROPERTY LOCATED AT 1318 NORTH BAKER STREET (STRATEGIC PLAN NOS. 5, 2; 5,3) Prepared by Pedro Gomez APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Planning Manager` RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2017-32 and approving Historic Register Categorization No. 2017-31 (Exhibit 1). 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Saul and Christina A. Avila, subject to non - substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Saul and Christina A. Avila are requesting approval to designate an existing residence located at 1318 North Baker Street to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Project Location and Site Description The subject property is located on the west side of North Baker Street in the Washington Square neighborhood. The site consists of a 1,216 square foot, Minimal Traditional style residence and detached garage on a 7,231 -square -foot residential lot (Exhibit 3). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a LZKI-00IIAV111VIK 25A-39 HRCA No. HRCA-2017-32, HRC No. HRC -2017-31 HPPA No. HPPA-2017-36 October 4, 2018 Page 2 historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30-2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30-2 of the Santa Ana Municipal Code as the property is 77 years old. No known code violations exist on record for this property. The property, recognized as the M.C. Walker House, is located within the Washington Square neighborhood boundaries and has distinctive architectural features of the Minimal Traditional style. The residence was built in 1941 by Roy Russell, a notable developer and prominent local builder credited with developing the groves of Floral Park in the late 1920s and 1930s. Symmetrical in plan, the M.C. Walker House has an intermediate hipped roof with closed eaves that slightly overhang and is clad in contemporary asphalt shingle roofing throughout. The exterior is clad in horizontal wood siding and the fenestration are symmetrical, featuring a prominent multiple panel bay window. In addition, the M.C. Walker House incorporates tripartite fixed and double hung windows on the primary elevation while the north and west elevations feature double hung windows. Furthermore, the home incorporates transitional elements of the modern streamline homes, such as a rounded porch above the entryway. Character -defining features of the M.C. Walker House that should be preserved include, but may not be limited to, materials and finishes: fenestrations (symmetrical wood windows and bay window), horizontal wood siding, roof shape and materials (asphalt shingles); and an overextended roofline to form a rounded porch over the entryway. It is recommended that the M.C. Walker House be designated to the Santa Ana Register of Historical Properties and categorized as "Contributive" because it "contributes to the overall character and history" of the Washington Square neighborhood and "is a good example of period architecture," representing the Minimal Traditional style in Santa Ana (Municipal Code, Section 30-2.2). Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and 25A-40 HRCA No. HRCA-2017-32, HRC No. HRC -2017-31 HPPA No. HPPA-2017-36 October 4, 2018 Page 3 Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentives to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property The property has no identified unauthorized modifications. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. Public Notification The subject site is located within the Washington Square Neighborhood and the president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, the project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2017-151 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitates diverse housing opportunities and support efforts to pr sgrve and improve the livability of Santa Ana neighborhoods). Pedro G ez Assistant tanner I 25A-41 HRCA No. HRCA-2017-32, HRC No. HRC -2017-31 HPPA No. HPPA-2017-36 October 4, 2018 Page 4 PG:sb SAHR02018\10-4-1811318 N. Baker Street (M.C. Walker House) I Staff Report -1318 N. Baker Street Exhibits 1 — Resolution 2 — Mills Act Agreements 3 — 500' Radius Map 25A-42 RESOLUTION NO.2018-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-32 TO PLACE THE PROPERTY LOCATED AT 1318 NORTH BAKER STREET, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2017-31 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On October 4, 2018, the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2017-32) and categorization (Historic Resources Commission Categorization No. 2017-31) of the M.C. Walker House located at 1318 North Baker Street, Santa Ana. B. The M.C. Walker House has distinctive architectural features of the Minimal Traditional style, and was built in 1941 by Roy Russell. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as "Contributive". The M.C. Walker House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Minimal Traditional style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Washington Square neighborhood and "is a good example of period architecture," representing the Minimal Traditional style in Santa Ana. Character -defining features of the the M.C. Walker House that should be preserved include, but may not be limited to: materials and finishes; fenestrations (symmetrical wood windows and bay window), horizontal wood siding, roof shape and materials (asphalt shingles); and an overextended roofline to form a rounded porch over the entryway. D. The legal owners of the property are Saul and Christina A. Avila EXHIBIT 1 25A-43 E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30-2 of the Santa Ana Municipal Code. G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30-2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2017-151 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2017-32 to place the M.C. Walker House located at 1318 North Baker Street, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2017-31 placing the M.C. Walker House located at 1318 North Baker Street, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff Report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file with the Planning Division, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 0 day of October 2018. Alberta Christy, Chairperson 25A-44 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission members NOES: Commission ABSTAIN: Commission members NOT PRESENT: Commission m CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 4, 2018. Date: Commission Secretary City of Santa Ana 25A-45 EXHIBIT A LEGAL DESCRIPTION APN Address Legal Description Owner Names 405-271-06 1318 North Baker Street LOT 5 OF TRACT NO. 765, IN Saul and THE CITY OF SANTA ANA, Christina Avila COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 22, PAGE(S) 36, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 25A-46 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement') is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), Saul and Christina A. Avila (hereinafter collectively referred to as "Owner"), owners of real property located at 1318 North Baker Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act') to enter into contracts with Owner of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possess fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 1318 North Baker Street, Santa Ana, CA, 92706 and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the property Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. E. The Owner and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 25A-47 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: Effective Date and Terms of Agreement. This Agreement shall be effective and commence on October 17, 2018, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features described in the "Department of Parks and Recreation Primary Record" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, 25A-48 mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owners shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owners shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owner's compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owner hereby agrees to famish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owners have breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owners have failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owners shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 %z) percent by Government Code Section 50286) of the current fair market value of the 25A-49 property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owner, the City shall give written notice to Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owner), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owner or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owner if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owner hereby subjects the Historic Property, located at 1318 North Baker Street, Assessor Parcel Number, 405-271-06, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions, and restrictions as set forth in this Agreement. b. The City and Owner hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner's successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering 25A-50 or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument. S. No Compensation. Owner shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to the Owner as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council Owners: Saul and Christina A. Avila 1318 North Baker Street Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. 25A-51 C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the agreements, rights, covenants, conditions, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, conditions, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 13. Effective Date This Agreement shall be effective on the day and year first written above. (Signature Page Follows) 25A-52 ATTEST: MARIA D. HUIZAR Clerk of the Council OWNER Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney BY: LISA STORCK Assistant City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager By: SAUL AVILA By: CHRISTINA A. AVILA 1 N 3CK110 11713101131111 TO:7:\» ItO1%\ lQ MINH THAI Executive Director Planning and Building Agency 25A-53 EXHIBIT A LEGAL DESCRIPTION LOT 5 OF TRACT NO. 765, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 22, PAGE(S) 36, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 405-271-06 25A-54 EXECUTIVE SUMMARY M.C. Walker House 1318 North Baker Street Santa Ana, CA 92706 NAME M.C. Walker House REF. NO. ADDRESS 1318 North Baker Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1941 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT I N/A NEIGHBORHOOD Washington Square CALIFORNIA REGISTER CRITERIA FOR EVALUATION F3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Minimal Traditional During the Great Depression through the immediate postwar years, the Minimal Traditional home rose in popularity as the preferred style for middle-class housing in the United States. This basic house type fulfilled both aesthetic and social needs: in terms of aesthetics, the form represented a stripped -down version of the historic -eclectic styles popular in the 1920s, in particular the Tudor and English Revival styles. In social terms, the Minimal Traditional home satisfied requirements in square footage and plan by the Federal Housing Administration (FHA), which launched a campaign in this period to expand home ownership. The Minimal Traditional home served as the prototype used by the FHA in its efforts to codify and manufacture "a standard, low-cost, minimum house that the majority of American wage earners could afford" (Greg Hise, Magnetic Los Angeles, p. 57). Minimal Traditional homes are typically rectangular in plan and one- story in height, often with a front -gabled wing and prominent attached chimney. In contrast with the English and Tudor Revival styles the one-story version mimics, the Minimal Traditional home is capped with a low or intermediate pitch roof with a hipped or side gable. Sheathing materials include stucco, brick, or wood, often accompanied by stone veneer accents. Fenestration generally consists of multi -light casement, double -hung, and picture windows with wood frames. The eaves and rakes of the Minimal Traditional home are typically shallow (in a departure from the later Ranch House style, which they often resemble). Although they have little applied ornament, many Minimal Traditional homes often display decorative wood shutters and porch -roof supports. SUMMARY/CONCLUSION: The M.C. Walker House qualifies for listing in the Santa Ana Register of Historical Properties under Contributive for its exemplification of the distinguishing characteristics of the Minimal Traditional style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Washington Square neighborhood and "is a good example of period architecture," representing the Minimal Traditional style in Santa Ana (Municipal Code, Section 30-2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. 5S3: Appears to be individually eligible for local listing or designation through survey evaluation EXHIBIT B1 25A-55 State of California—The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI #_ PRIMARY RECORD Trinomi NRHP Status Code Other Listings Review Code Reviewer Date or number (assigned by recorder) P1. Other Identifier: *P2. Location: El Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: March 3, 2015 *c. Address 1318 North Baker Street City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 405-271-06 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) The M. C. Walker House is a one story single-family residence constructed in the Minimal Traditional style. Symmetrical in plan, the house incorporates an intermediate hipped roof with closed eaves that are slightly overhang and clad in contemporary asphalt shingle roofing throughout. The exterior is clad in horizontal wood siding. The fenestration of the windows on the primary elevation are symmetrical, and features a prominent multiple panel bay window, in addition to tripartite fixed and double hung windows on the primary elevation while the north and west elevations feature double hung windows. The home has transitional elements of moderne streamline homes such as a rounded porch above the entryway. A garage sits on the western end of the parcel and is built with the same material as the primary structure. The property is simply landscaped with a lawn, low vegetation and simple walkway at the front setback and includes a driveway located along the north elevation that leads to a detached one-story, two -car garage. The most visible alteration to the house is the non -original contemporary asphalt shingle roofing. Other than the noted changes, the house appears intact and is in good condition. *P3b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure ❑Object ❑Site ❑District ■Element of District ❑Other P5a. Photo �y Y. i fi ,L r 3"¢A�•3a1, ,�� �'Gm�r..s� ,�. ,. , � x ,..w'�>C'^+�.'1i'} ... 3 P5b. Photo: (view and date) Primary East Elevation, December 13, 2017 *136. Date Constructed/Age and Sources: Ehistoric 1941/City of Santa Ana Building Permit *P7. Owner and Address: Saul and Christina A. Avila 1318 North Baker Street Santa Ana, CA 92706 *P6. Recorded by: Pedro Gomez 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *P9. Date Recorded: October 4, 2018 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none") None *Attachments: []None OLocation Map OSketch Map ■Continuation Sheet ■Building, Structure, and Object Record OArchaeological Record []District Record ❑Linear Feature Record ❑Milling Station Record []Rock Art Record DArtifact Record []Photograph Record [] Other (list) DPR 523A (1195) *Required information Exhibit B2 25A-56 State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRNP Status Code 5S3 *Resource Name or#: M.C. Walker House B1. Historic Name: M.C. Walker House B2. Common Name: Same B3. Original Use: Single -Family Residence B4. Present Use: Single -Family Residence *135. Architectural Style: Minimal Traditional *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed March 28, 1941. $4,000. August 29, 1944. Installation of stove. May 9, 2000. Reroof SFD and detached garage.$3,500. *B7. Moved? ■No OYes OUnknown Date: Original location: *B8. Related Features: None. B9a. Architect: Unknown b. Builder: Roy Russell *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1941 Property Type: Single -Family Residence Applicable Criteria: C/3 (Discuss Importance in terns of histodcal or architectural context as defined by theme, period, and geographic scope. Also address integrity) The M.C. Walker house is architecturally significant as a characteristic example of the Minimal Traditional style. This house was originally constructed in 1941, and was valued at approximately $4,000, according to the original building permit. Roy Russell is listed as the architect of the building, and Horace C. Head was listed as the owner but no records indicate that they actually lived there. The first recorded occupant was M.C. Walker Jr., according to City Directories 1949 - 1950. Mr. Walker was the son of M.C. Walker Sr. who resided on 11611 Skyline Dr. The father and son worked at M.C. Walker and Son; a review of old periodicals found no significant information regarding their business. There was no recorded occupants on the property for 1962 and 1970. B11. Additional Resource Attributes: (List attributes and *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) B13. Remarks: *B14. Evaluator: Leslie Huemann/Chattel, Inc. *Date of Evaluation: October 4, 2018 (This space reserved for official comments.) Sketch Map M.C. Walker House 1318 North Baker Street I LOUSE DPR 5238 (1195) *Required information 25A-57 m/MCm TR CT • M Q: Q;& *Q°Q9r 10;©1&0 ro n o u s u ] m a m � m • n a m : m / zo �0 re 19 r O O O pll ® ll; M NC. 765 MN LOUSE DPR 5238 (1195) *Required information 25A-57 State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3 Resource Name: M. C. Walker House 'Recorded by Pedro Gomez *Date October4, 2018 0 Continuation ❑ Update 'B10. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. 1318 North Baker Street is located on the western edge of Washington Square, a neighborhood southwest of Floral Park bounded by West 15th Street, North Louise Street and West Washington Avenue. Most of this area was owned by the family of Jacob Ross, who had purchased portions of the Rancho Santiago de Santa Ana in 1868 and 1869. Walnuts and other crops were grown in the area during the late nineteenth and early twentieth centuries, with a few farmhouses, most notably the Ross -McNeal House at 1020 North Baker Street, dotting the landscape. By 1905, Baker and Towner were the only streets in the neighborhood, which extended from Hickey (now Civic Center) only as far as Washington and which contained only about a dozen homes. The status quo had not changed much by 1915, when a brick yard was located at the northern terminus of Olive Street at Hickey. In 1925, the beginning of the development that would convert this largely agricultural area into a middle class neighborhood of single-family homes over the next 25 years had begun. In the late 1920s and early 1930s, the Tudor Revival and Spanish Colonial Revival homes were the standard, with American Colonial Revival saltboxes and ranch style homes favored in the years before and after World War ll. During the 1930s, many of the homes were built by local contractor Emmett Rogers, who sold lots and built homes according to standard plans, which individual property owners could customize to their tastes ("Washington Square: A Neighborhood of Pride," Washington Square Neighborhood Association). With the return of servicemen following the war and the accompanying demand for homes in southern California, the development of Washington Square was all but completed. The M.C. Walker House qualifies for listing in the Santa Ana Register of Historical Properties for its representation of the distinguishing characteristics of the Minimal Traditional style. Character defining features of the the M. C. Walker House that should be preserved include, but may not be limited to, materials and finishes: fenestrations (symmetrical wood windows and bay window), horizontal wood siding, roof shape and materials (asphalt shingles); and an overextended roofline to form a rounded porch over the entryway. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Washington Square neighborhood and "is a good example of period architecture," representing the Minimal Traditional style in Santa Ana (Municipal Code, Section 30-2.2). 'B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encvclooedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York., Alfred A. Knopf, 1984. National Register Bulletin 16A. How to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995. Whitten, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Santa Ana and Orange County Directories, 1905-2017. Ancestry.com Newspapers.com (Santa Ana Register) Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and 1955. Armor, Samuel. History of Orange County. Los Angeles: History Record Company, 1921, page 989. Park Santiago Neighborhood Association. "The Gingerbread Lande Holiday Home Tour, 1999." Brochure. Rischard, Maureen McClintock. "People Behind Places: Enderle Center." Orange County Genealogical Society Quarterly, December 1993, pages 4-7. 25A-58 Exhibit C Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. S. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with 25A-59 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. 25A-60 This page left blank intentionally. 25A-62 REQUEST FOR Historic Resources Commission Action HSTORC RESOURCESCOMMSSION MEE rNG DATE OCTOBER 4, 2018 y - HISTORIC RESOURCES COMMISSION SECRETARY TITLE: i PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-41, HISTORIC REGISTER CATEGORIZATION NO. 2017-40, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2017-45 FOR THE PROPERTY LOCATED AT 2145 NORTH GREENLEAF STREET (STRATEGIC PLAN NOS. 5, 2; APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO 5,3) Prepared by Pedro Gomez Executive Director . Planning Manager RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2017-41 and Historic Register Categorization No. 2017-40 (Exhibit 1). 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Dana M. and Terry L. Karges, subject to non - substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Dana M. and Terry L. Karges are requesting approval to designate an existing residence located at 2145 North Greenleaf Street to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Project Location and Site Description The subject property is located on the east side of North Greenleaf Street and consists of a 1,165 - square -foot, Spanish Colonial Revival style residence and detached garage on a 7,501 -square -foot residential lot (Exhibit 3). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical EXHIBIT B3 25A-63 HRCA No. 2017-41, HRC No. 2017-40 HPPA No. 2017-45 October 4, 2018 Page 2 property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30-2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30-2 of the Santa Ana Municipal Code as the property is 93 years old. No known code violations exist on record for this property. The property, recognized as the Edwards House, is located within the Floral Park neighborhood boundaries and has distinctive architectural features of the Spanish Colonial Revival style. The residence was built in 1925 by Roy Russell, a notable developer and prominent local builder credited with developing the groves of Floral Park in the late 1920s and 1930s. The Edwards House is rectangular in plan with a porte-cochere attached at the south elevation and a contemporary wood -framed overhang that extends east of the porte-cochere. The house has a predominantly flat roof that is accented by a flat perimeter parapet, an angular stepped parapet, and shallow, moderate -pitch asymmetrical gable at the primary, west elevation. While the roofing material at the flat roof portion is not observable, clay barrel tiles clad the parapets as coping, and clad the asymmetrical gable, and porte-cochere. Fenestration at the primary elevation consists of tripartite Prairie School -style wood casement windows, with windows on the secondary elevations comprised of single -light, double -hung wood windows. The main entry is located within a recessed entry portico under the asymmetrical gable, and consists of a door flanked by two sidelights—all which exhibit a Prairie School -style glazing pattern. Character -defining features of the Edwards House that should be preserved include, but may not be limited to: materials and finishes (stucco); roof configuration, materials, and treatment (clay barrel tiling); massing and composition; doors and windows (Prairie School -style wood casement windows, where extant); entry portico; and porte-cochere. The Edwards House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, as a building with the "distinguishing characteristics of an architectural style or period,' representative of the Spanish Colonial Revival style. Typical features of the Spanish Colonial Revival exhibited by the Edwards House include stucco cladding, barrel Ole coping and roofing, asymmetrical composition, arched openings, and stepped parapet. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Floral Park neighborhood and is a "good example of period architecture" as a highly intact example of a one-story Spanish Colonial Revival house from the 1920s. Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 4). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentives to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state 25A-64 HRCA No. 2017-41, HRC No. 2017-40 HPPA No. 2017-45 October 4, 2018 Page 3 of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property The property has no identified unauthorized modifications. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. Public Notification The subject site is located within the Floral Park Neighborhood Association boundaries. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, the project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the Califomia Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve a historic resource. Categorical Exemption No. ER -2018-10 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). PG:sb SAHRM20181104.1812145 N. Greenleaf Street (Edwards House) %Staff Report- 2145 N. Greenleaf Street Exhibits: 1. Resolution 2. 500' Radius Map 3. Mills Act Agreement 25A-65 This page left blank intentionally. 25A-66 RESOLUTION NO.2018-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-41 TO PLACE THE PROPERTY LOCATED AT 2145 NORTH GREENLEAF STREET, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2017-40 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY. BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On October 4, 2018, the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2017-41) and categorization (Historic Resources Commission Categorization No. 2017-40) of the Edwards House located at 2145 North Greenleaf Street, Santa Ana ("Property"). B. The Edwards House has distinctive architectural features of the Spanish Colonial Revival style, and was built in 1925 by Roy Russell. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it .contributes to the overall character and history' of the Floral Park neighborhood and is a "good example of period architecture" as a highly intact example of a one-story Spanish Colonial Revival house from the 1920s. Character defining features of the Edwards House that should be preserved include, but may not be limited to: materials and finishes (stucco); roof configuration, materials, and treatment (clay barrel tiling); massing and composition; doors and windows (Prairie School -style wood casement windows, where extant); and, entry portico. D. The legal owners of the property are Dana M. Karges and Terry L. Karges. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject Property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30-2 of the Santa Ana Municipal Code. EXHIBIT 1 25A-67 G. The subject Property meets the minimal standards for placement in the Contributive category pursuant to Section 30-2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31 (Categorical Exemption No. ER -2018-10), as these actions are designed to preserve a historic resource. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2017-41 to place the Edwards House located at 2145 North Greenleaf Street, Santa Ana, 92706, on the historical register, and B. Historic Register Categorization No. 2017-40 placing the Edwards House located at 2145 North Greenleaf Street, Santa Ana, 92706, within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff Report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file with the Planning Division, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this day of 2018. Alberta Christy Chairperson 25A-68 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney AYES: Commission members NOES: Commission members ABSTAIN: Commission NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on 2018. Date: Commission Secretary City of Santa Ana 25A-69 LEGAL DESCRIPTION APN Address Legal Description Owner Names 002-112-30 2145 North Greenleaf Lot 6 of Tract No. 745, in the Dana M. Karges Street. City of Santa Ana, County of and Terry L. Orange, State of California, as Karges per map recorded in Book 22, Page(s) 12 of Miscellaneous maps in the office of the County Recorder of said county. Exhibit A 25A-70 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement") is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), and Dana M. Karges and Terry L. Karges (hereinafter collectively referred to as "Owner"), owners of real property located at 2145 North Greenleaf Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act") to enter into contracts with owners of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 2145 North Greenleaf Street, Santa Ana, CA, 92706, and more particularly described in Exhibit A, attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property." C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. City and Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. EXHIBIT 2 25A-71 E. Owner and City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division I of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and Owner agree as follows: 1. Effective Date and Term of Agreement. This Agreement shall be effective and commence on October 17, 2015, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If Owner or City desire(s) in any year not to renew the Agreement, Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by Owner to City at least ninety (90) days prior to the annual renewal date, or served by City to Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, Owner may file a written protest of City's decision of nonrenewal. City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to Owner of nonrenewal. d. If either Owner or City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features described in the "Historical Property Description" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. 25A-72 b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owner shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owners' compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. Owner hereby agrees to furnish City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that Owner has breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if City determines that Owner has failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 %z) percent by Government Code Section 50286) of the current fair market value of the property at the time 25A-73 of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owner, the City shall give written notice to Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owner), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owner or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owner if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. Owner hereby subjects the Historic Property, located at 2145 North Greenleaf Street, Assessor Parcel Number, 002-112-30, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions, and restrictions as set forth in this Agreement. b. City and Owner hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Owner's successors and assigns in title or interest to the Historic 25A-74 Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument. 8. No Compensation. Owner shall not receive any payment from City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to Owner as a result of the effect upon the assessed value of the Property on the account of the restrictions on the use and preservation of the Property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council Owner: Dana M. Karges and Terry L. Karges 2145 North Greenleaf Street Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. Owner agrees to and shall indemnify and hold City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. Owner hereby agrees to and shall defend City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of Owners' activities in connection with the Historic Property. 25A-75 C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California, with venue in Orange County. 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Notice of the Contract to Office of Historic Preservation. No later than six (6) months of entering into the contract, Owner or Owner's agent shall provide written notice of this Agreement to the Office of Historic Preservation. 13. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 14. Effective Date This Agreement shall be effective on the day and year first written above in Section 1. 25A-76 ATTEST: MARIA D. HUIZAR Clerk of the Council OWNER: Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney BY: LISA STORCK Assistant City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager By: DANA M. KARGES 0 TERRY L. KARGES RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 25A-77 EXHIBIT A LEGAL DESCRIPTION LOT 6 OF TRACT NO. 745, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 22, PAGE(S) 12 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. FILED IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY. Assessor's Parcel Number: 002-112-30 25A-78 EXECUTIVE SUMMARY Edwards House 2145 North Greenleaf Street Santa Ana, CA 92706 NAME Edwards House REF. NO. ADDRESS 2145 North Greenleaf Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1925 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT I None NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Spanish Colonial Revival The Mission/Spanish Colonial Revival style, as its name implies, encompasses two major subcategories. The Mission Revival vocabulary, popular between 1890 and 1920, drew its inspiration from the missions of the Southwest. Identifying features include curved parapets (or espadana); red tiled roofs and coping; low-pitched roofs, often with overhanging eaves; porch roofs supported by large, square piers; arches; and wall surfaces commonly covered in smooth stucco. The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. The movement received widespread attention after the Panama -California Exposition in San Diego in 1915, where lavish interpretations of Spanish and Mexican prototypes were showcased. Easily recognizable hallmarks of the Spanish Colonial Revival are low-pitched roofs, usually with little or no overhangs and red tile roof coverings, flat roofs surrounded by tiled parapets, and stuccoed walls. The Spanish vocabulary also includes arches, asymmetry, balconies and patios, window grilles, and wood, wrought iron, tile, or stone decorative elements. SUMMARY/CONCLUSION: The Edwards House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Spanish Colonial Revival style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Floral Park neighborhood and "is a good example of period architecture," representing the Spanish Colonial Revival style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. 5S3: Appears to be individually eligible for local listing or designation through survey evaluation EXHIBIT BI 25A-79 State of California—The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI #_ PRIMARY RECORD Trinomi, NRHP Status Code Other Listings Review Code Reviewer Date or number (assigned by recorder) P1. Other Identifier: *P2. Location: El Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: March 3, 2015 *c. Address 2145 North Greenleaf Street City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 002-112-30 *133a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Floral Park, the Edwards House is a one-story house constructed in the Spanish Colonial Revival architectural style. The building is rectangular in plan with a porte-cochere attached at the south elevation, and a contemporary wood - framed overhang that extends east of the porte-cochere. The house has a predominantly flat roof that is accented by a flat perimeter parapet, an angular stepped parapet, and shallow, moderate -pitch asymmetrical gable at the primary, west elevation. While the roofing material at the flat roof portion is not observable, clay barrel tiles clad the parapets as coping, and clad the asymmetrical gable, and porte-cochere. Fenestration at the primary elevation consists of tripartite Prairie School - style wood casement windows, with windows on the secondary elevations comprised of single -light, double -hung wood windows. The windows at the west elevation are shaded by fabric awnings. The main entry is located within a recessed entry portico under the asymmetrical gable, and consists of a door flanked by two sidelights—all which exhibit a Prairie School - style glazing pattern. Both the entry portico and the porte-cochere share distinctively shaped openings marked by rounded corners. There is a detached garage located behind the house along the southern parcel boundary. The property is generally landscaped with low vegetation, shrubs, and lawn. The property retains a high degree of integrity. *P3b. Resource Attributes: (list attributes and codes) HP2. Single-family residence *P4. Resources Present: ■Building OStructure ❑Object ❑Site ❑District ❑Element of District ❑Other P5a. Photo P5b. Photo: (view and date) February 2018 Front elevation, facing east. *P6. Date Constructed/Age and Sources: ■historic 1925/City of Santa Ana Building Permit *P7. Owner and Address: Dana M. and Terry L. Karges 2145 North Greenleaf Street Santa Ana, CA 92706 *P8. Recorded by: Ricardo Soto, Associate Planner 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *P9: Date Recorded: October 4, 2018 *P10. Survey Type: Intensive Survey *P11. Report Citation: (Cite survey report and other sources, or enter "none') None *Attachments: []None ❑Location Map ❑Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record []Archaeological Record ODistrict Record []Linear Feature Record []Milling Station Record []Rock Art Record []Artifact Record El Photograph Record [] Other (list) DPR 523A (1195) EXHIBIT B2 25A-80 *Required information State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHP Status Code 5S3 *Resource Name or M Edwards House B1. Historic Name: Edwards House B2. Common Name: Same B3. Original Use: Single-family residence B4. Present Use: Single-family Residence *B5. Architectural Style: Spanish Colonial Revival *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed August 24, 1925. $4,000. September 5, 1935. Reroof. $95. December 2, 1946. Reroof residence by Ross & Barrows. $192. March 24, 1995. Seismic Retrofit. $2,000. January 2, 1997. Reroof— House and Carport (Built-up roof to Built-up roof. $2,750. August 13, 2018. Demo of unpermitted carport. $1,000. August 20, 2018. Changeout (1) dining room window and replace with french doors. $3,800. *B7. Moved7MNo DYes t7Unknown Date: Original Location:_ *68. Related Features: Garage. B9a. Architect: Unknown b. Builder: Roy Russell *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1925 Property Type: Single-family Residence Applicable Criteria: 1 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Edwards House is architecturally significant as a characteristic example of the Spanish Colonial Revival style. This house was originally constructed in 1925 by Roy Russell, and was valued at approximately $4,000, according to the original building permit. At the time of its construction the listed property owner was Roy Russell, who was a prominent builder and sub -divider of the Floral Park neighborhood, repectively. According to city directories, R.C. Edwards, an accountant that specialized in Federal and State income tax and inheritance and estate taxes, occupied the residence in 1926. The next recorded occupant was C.S. Givens, owner of the Givens & Cannon Drug Co. with two locations at 433 West Fourth Street and 1703 North Main Street, respectively. Mr. Givens was last listed in city directories as occupyng the home in the 1954 directory. The next documented occupant of the home was L.M. Weaver, whom was listed as retired at the time. (See Continuation Sheet 3 of 3.) 13111. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) B13. Remarks: *B14. Evaluator: Leslie Huemann, Chattel Inc. *Date of Evaluation: October 4, 2018 (This space reserved for official comments.) Sketch Map Edwards House 2145 North Gi eenleaf Street R Ross i O. a ,TRACT is . a O fi Oi O t0 [ n :Oi Oj to a TRA T O ti e GSFEh4£Af DPR 523B (1/95) *Required a information 25A-81 *B10. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Edwards House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados, and walnuts and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897-1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353,356). 'Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. 'When built in the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange County Register, September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s and Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco styled Old Santa Ana City Hall, the EI Toro Marine Base during World War ll, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped to create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881-1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post World War 11 years, Floral Park continued its development as numerous, smaller, single-family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2018) Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Edwards House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, as a building with the "distinguishing characteristics of an architectural style or period," representative of the Spanish Colonial Revival style. Typical features of the Spanish Colonial Revival exhibited by the Edwards House include stucco cladding, barrel tile coping and rooting, asymmetrical composition, arched openings, and stepped parapet. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Floral Park neighborhood and is a "good example of period architecture" as a highly intact example of a one-story Spanish Colonial Revival house from the 1920s. Character defining features of the Edwards House that should be preserved include, but may not be limited to: materials and finishes (stucco); roof configuration, materials, and treatment (clay barrel tiling); massing and composition; doors and windows (Prairie School -style wood casement windows, where extant); entry portico; and porte-cochere. *B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York., Alfred A. Knopf, 1984. National Register Bulletin 16A. 'How to Complete the National Register Registration Form." Washington DC., National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Santa Ana and Orange County Directories, 1905-2017. Ancestry.com Newspapers.com (Santa Ana Register) Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and 1955. 25A-82 Exhibit C Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with 25A-83 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. 25A-84 HRC 2017-40/ H RCA 2017-41/ H PPA 2017-45 2145 NORTH GREENLEAF STREET EDWARDS HOUSE PLANNING AND BUILDING AGENCY EXHIBIT 3 25A-85 This page left blank intentionally. r REQUEST FOR ,e Historic Resources Commission Action �. 1 HISTORIC RESOURCES COMWSSION MEEMG DATE OCTOBER 4, 2018 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-46, HISTORIC REGISTER CATEGORIZATION NO. 2017-45, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2017-50 FOR PROPERTY LOCATED AT 2108 NORTH HELIOTROPE DRIVE (STRATEGIC PLAN NOS. 5, 2; 5,3) Prepared by Pedro Gomez HISTORIC RESOURCES COMMISSIONSECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Planning Manager RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2017-46 and Historic Register Categorization No. 2017-45 (Exhibit 1). 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Thomas I. -Browning and Monica R. Browning, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Thomas I. Browning and Monica R. Browning are requesting approval to designate an existing residence located at 2108 North Heliotrope Drive to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Prosect Location and Site Description The subject property is located on the west side of North Heliotrope Drive in the Floral Park neighborhood. The site consists of a 3,759 square foot, Colonial Revival style residence and detached garage on a 19,349 -square -foot residential lot (Exhibit 3). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical EXHIBIT B4 25A-87 HRCA No. 2017-46, HRC No. 2017-45, HPPA No. 2017-50 October 4, 2018 Page 2 property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30-2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30-2 of the Santa Ana Municipal Code, as the property is 76 years old and is a good example of period architecture. No known code violations exist on record for this property. The property, recognized as the Martien House, is located within the Floral Park neighborhood boundaries and has distinctive architectural features of the Colonial Revival style. The residence was built in 1942 by Allison C. Honer, a notable developer and prominent local builder credited as the subdivider and builder of a major portion of northwest Santa Ana. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco Style Old Santa Ana City Hall, the EI Toro Marine Base during World War Il, and the 1960 Honer Shopping Plaza. L-shaped and asymmetrical in plan, the Martien House has a steep -pitched open roof with a cross gable at the west elevation, and open gables on the north and south elevations clad in cement fiber shakes. Three dormers are located on the north elevation with multi -light fixed windows. The exterior is clad in horizontal wood siding, and the building has brick chimneys on the primary and rear elevation. The fenestration consists of symmetrically fashioned original multi -light single hung wood windows on the north elevation, adorned with wood shutters. The main entry to the building is recessed with sidelights flanking the doorway and is accessed via a poured concrete two-step stair clad in brick steps. Character -defining features of the Martien House that should be preserved include, but may not be limited to: materials and finishes (horizontal wood siding); roof configuration, materials, and treatment (wood shake shingles and brick chimney); massing and composition; fenestration (multi -lite single hung windows); and architectural detailing (dormers, wood shutters, sidelights). The Martien House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Colonial Revival style. It is recommended that the house be designated to the Santa Ana Register of Historical Properties and categorized as "Contributive" because it "contributes to the overall character and history" of the Floral Park neighborhood and "is a good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax r•• HRCA No. 2017-46, HRC No. 2017-45, HPPA No. 2017-50 October 4, 2018 Page 3 reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Longterm preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property The property has no identified unauthorized modifications. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. Public Notification The subject site is located within the Floral Park Neighborhood Association boundaries. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, the project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2018-33 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Pedro Gomez Assitant Planner I PG:sb SAHR02018110-0-1812108 N. Heliotrope Drive (Martian House) \ Staff Report -2108 N. Heliotrope Drive Exhibits 1 — Resolution 2 — Mills Act Agreement 3 — 500' Radius Map 25A-89 This page left blank intentionally. 25A-90 RESOLUTION NO.2018-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-46 TO PLACE THE PROPERTY LOCATED AT 2108 NORTH HELIOTROPE DRIVE, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2017-45 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On October 4, 2018, the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2017-46) and categorization (Historic Resources Commission Categorization No. 2017-45) of the Martien House located at 2108 North Heliotrope Drive, Santa Ana. B. The Martien House has distinctive architectural features of the Colonial Revival style, and was built in 1947 by Allison Honer. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as "Contributive". The Martien House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Colonial Revival style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history' of the Floral Park neighborhood and "is a good example of period architecture," representing the Colonial Revival style in Santa Ana. Character -defining features of the Martien House that should be preserved include, but may not be limited to: materials and finishes (horizontal wood siding); roof configuration, materials, and treatment (wood shake shingles and brick chimney); massing and composition; fenestration (multi -light single hung windows); and architectural detailing (dormers, wood shutters, sidelights). D. The legal owners of the property are Thomas I. and Monica R. Browning. EXHIBIT 1 25A-91 E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30-2 of the Santa Ana Municipal Code. G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30-2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31 as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2018-33 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2017-46 to place the Martien House located at 2108 North Heliotrope Drive, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2017-45 placing the Martien House located at 2108 North Heliotrope Drive, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff Report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file with the Planning Division, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorders Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 4th day of October, 2018. Alberta Christy, Chairperson 25A-92 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney AYES: Commission members NOES: Commission members ABSTAIN: Commission m NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on August 2, 2018. Date: Commission Secretary City of Santa Ana 25A-93 EXHIBIT A LEGAL DESCRIPTION APN Address Legal Description TOwner Names 002-082-02 2108 North Heliotrope THE SOUTH 15.57 FEET OF Thomas I. and Drive LOT 28, ALL OF LOT 27 AND Monica R. THE NORTH 19.43 FEET OF Browning LOT 26, IN BLOCK "A" OF TRACT NO. 103,5, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 33, PAGE 46 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA 25A-94 FREE RECORDING PURSUANT TO GOVERNMENT CODE §27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement") is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), Thomas I. and Monica R. Browning, (hereinafter referred to as "Owners"), owners of real property located at 2108 North Heliotrope Drive, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act") to enter into contracts with Owner of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possess fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 2108 North Heliotrope Drive, Santa Ana, CA, 92706 and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the property Owners, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. EXHIBIT 2 25A-95 E. The Owners and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owners of the Historic Property agree as follows: 1. Effective Date and Term of Agreement. This Agreement shall be effective and commence on October 17, 2018, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owners or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owners may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owners of nonrenewal. d. If either the Owners or the City serves notice to the other of nomenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owners shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features described in the "Department of Parks and Recreation Primary Record" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, 25A-96 design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owners shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owners shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owners shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owners' compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owners hereby agree to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owners have breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owners have failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owners shall pay a cancellation fee to the County Auditor as set forth in Government Code 25A-97 Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 %z) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, the City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by the Owners, the City shall give written notice to the Owners by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by the Owners), then the City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of the Owners growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by the Owner or apply for such relief as may be appropriate. b. The City does not waive any claim of default by the Owners if the City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in the City's regulations governing historic properties are available to the City to pursue in the event that there is a breach of this Agreement. No waiver by the City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owners hereby subject the Historic Property, located at 2108 North Heliotrope Drive, Assessor Parcel Number, 002-082-02, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants reservations, and restrictions as set forth in this Agreement. b. The City and Owners hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land 25A-98 and shall pass to and be binding upon the Owners' successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and conditions are set forth in such contract, deed, or other instrument. 8. No Compensation. Owners shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to the Owners as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council Owners: Thomas I. and Monica R. Browning 2108 North Heliotrope Drive Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owners agree to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owners hereby agree to and shall defend the City and its elected and appointed officials, officers, agents, and employees with 25A-99 respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the Agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 13. Effective Date This Agreement shall be effective on the day and year set forth in section 1. (Signature Page Follows) 25A-100 ATTEST: MARIA D. HUIZAR Clerk of the Council OWNERS: Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager By: THOMAS I. BROWNING LE MONICA R. BROWNING RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 25A-101 EXHIBIT A LEGAL DESCRIPTION THE SOUTH 15.57 FEET OF LOT 28, ALL OF LOT 27 AND THE NORTH 19.43 FEET OF LOT 26, IN BLOCK "A" OF TRACT NO. 103,5, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 33, PAGE 46 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA FILED IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY. Assessor's Parcel Number: 002-082-02 25A-102 EXECUTIVE SUMMARY Martien House 2108 North Heliotrope Drive Santa Ana, CA 92706 NAME Martian House REF. NO. ADDRESS 2108 North Heliotrope Drive CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1942 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT I N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Colonial Revival The most universal of all American domestic building styles, the Colonial Revival style has been popular since the 1876 Centennial celebration in Philadelphia that stimulated a patriotic interest in the American architectural past. Whether drawing upon Georgian, Federal, or Dutch Colonial prototypes, Colonial Revival buildings feature rectangular building plans and designs which are usually symmetrical, or at least highly regular and balanced, in composition. Roofs are commonly side -gabled, hipped, or gambreled, sometimes accented with dormers. Porches, one or two stories in height, are often included, mostly as central focal points, and frequently incorporate classical elements such as columns, pilasters, and entablatures. Doorways are adorned with classical surrounds and pediments; sidelights, transoms, and fanlights are not uncommon. Windows are typically double -hung sash, with multiple lights in the upper sash. French doors and Palladian windows are also utilized. Depending on location, Colonial Revival buildings have wood, brick, or stucco exteriors (McAlester, 320-326). SUMMARY/CONCLUSION: The Martian House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Colonial Revival style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history' of the Floral Park neighborhood and "is a good example of period architecture," representing the Colonial Revival style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources,' September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. 6S3: Appears to be individually eligible for local listing or designation through survey evaluation EXHIBIT B 1 25A-103 State of California—The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI#_ PRIMARY RECORD Trinomt NRHP Status Code Other Listings Review Code Reviewer Date or number (assigned by recorder) P1. Other Identifier: 'P2. Location: ❑Not for Publication ■Unrestricted •a. County Orange County 'b. USGS 7.5' Quad TCA 1725 Date: March 3, 2015 'c. Address 2108 North Heliotrope City Santa Ana Zip 92706 `e. Other Locational Data: Assessor's Parcel Number 002-082-02 •133a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) The Martian House is located on the north side of Heliotrope Drive, in Floral Park, and is a 1 1/2 story single-family residence constructed in the Colonial Revival style, with an attached side gable garage on the south elevation. L-shaped and asymmetrical in plan, the house has a steep pitched open roof with a cross gable at the west elevation, and open gables on the north and south elevations, clad in cement fiber shake. Three dormers are located on the north elevation with multi -light fixed windows. The exterior is clad in horizontal wood siding, and the building has brick chimneys on the primary and rear elevation. The fenestration consists of symmetrically fashioned original multi -light single -hung wood windows on the north elevation, adorned with wood shutters. The main entry to the building is recessed with sidelights flanking the doorway, and is accessed via a poured concrete two-step stair clad in brick steps. The property is landscaped with a mature tree, a lawn, low vegetation and simple walkway at the front setback, with a hedge separating the property from the property to the north. The driveway is located along the south elevation and leads to the attached, one-story, two -car garage. •P3b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence W. Resources Present: ■Building ❑Structure DObject []Site ❑District ■Element of District ❑Other P5a. Photo P5b. Photo: (view and date) Primary Elevation, View East March 08, 2018 `P6. Date Constructed/Age and Sources: ■historic 19421 City of Santa Ana Building Permits 'P7. Owner and Address: Thomas 1. and Monica R. Browning 2108 North Heliotrope Drive Santa Ana, CA 92706 •P8. Recorded by: Pedro Gomez 20 Civic Center Plaza M-20 Santa Ana, CA 92702 `P9. Date Recorded: October 4, 2018 'P10. Survey Type: Intensive Survey Update 'P11. Report Citation: (Cite survey report and other sources, or enter "none") None *Attachments: []None OLocation Map []Sketch Map WContinuation Sheet ■Building, Structure, and Object Record []Archaeological Record []District Record []Linear Feature Record DMilling Station Record []Rock Art Record DArtifact Record []Photograph Record D Other (list) DPR 523A (1195) EXHIBIT B2 'Required Information 25A-104 State of California—The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHP Status Code 5S3 B1. B2. B3. *85. *B6. *Resource Name or 9: Martian House Historic Name: Martien House Common Name: Same Original Use: Single -Family Residence Architectural Style: Colonial Revival Construction History: (Construction date, alterations, and date of alterations): Constructed 1942 84. Present Use: Single -Family Residence April 1, 1960. Covered Porch for W.J. Lucado.$1,000. August 3, 2005. Reroof SFD and attached garage. November 27, 2017. Kitchen remodel - countertops, cabinets, drywall repair. *87. Moved? ■No I]Yes ClUnknown Date: Original *B8. Related Features: None. B9a. Architect: Unknown b. Builder: Allison C. Honer *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1942 Property Type: Single -Family Residence Applicable Criteria: C/3 (Discuss Importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Martian House is architecturally significant as a characteristic example of the Colonial Revival style. This house was originally constructed in 1942, and was valued at approximately $9,000, according to the original building permit. The first recorded occupants were Gilbert B. Martian and his wife Anna J. Martian, according to city directories 1949 -1950. They first appeared in Santa Ana in the 1920's, where Gilbert worked as an accountant for San Joaquin Fruit Company. Mr. Martian served in the U.S. Army during World War I and was buried at Holy Sepulcher Catholic Cemetery in Orange. The second owner was William G. Lucado who was a major sales representative for Chevrolet Motor Cars from the 1920's to the 1930's; he was born in 1898 and passed in 1965. Mr. Lucado is recorded as the owner up until 1962. (See Continuation Sheet 3 of 3.) B71. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) B13. Remarks: *614. Evaluator: Caroline Raftery, Chattel Inc. *Date of Evaluation: October4, 2018 (This space reserved for official comments.) Sketch Map Martian House 2108 North Heliotrope Drive 8 I 33 I 1 I I I I I I I '1062 i, Ir 'ss ,i I 4 0 I d O tl. I I O I I 31 d L I n ii I I I I I ._nl I R I I I I I I I p R rRAC rr IS r6 ❑ 1B t9 ® p > 21 -i ti •!I 23 pi C a. 41 DPR 523B (1195) 25A-105 *Required information State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3 Resource Name: Martian House `Recorded by Pedro Gomez *Date October 4, 2018 El Continuation ❑ Update *B10. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Martien House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados, and walnuts and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897-1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353-356). 'Before nighttall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange County Register, September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s and Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco styled Old Santa Ana City Hall, the EI Toro Marine Base during World War Il, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped to create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881-1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post World War II years, Floral Park continued its development as numerous, smaller, single-family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2018) Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Martian House qualities for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its representation of the distinguishing characteristics of the Colonial Revival style. Character defining features of the Martian House include, but may not be limited to: materials and finishes (horizontal wood siding); roof configuration, materials, and treatment (wood shake shingles and brick chimney); massing and composition; fenestration (multi -light single hung windows); and architectural detailing (dormers, wood shutters, sidelights). Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Floral Park neighborhood and `tis a good example of period architecture,"representing the Colonial Revival style in Santa Ana (Santa Ana Municipal Code, Section 30- 2.2). *B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York. Alfred A. Knopf, 1984. National Register Bulletin 16A. How to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995. Whitten, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Santa Ana and Orange County Directories, 1905-2017. Ancestry.com Newspapers.com (Santa Ana Register) Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and 1955. Armor, Samuel. History of Orange County, Los Angeles: History Record Company, 1921, page 989. Park Santiago Neighborhood Association. 'The Gingerbread Lando Holiday Home Tour, 1999." Brochure. Rischard, Maureen McClintock. "People Behind Places: Enderle Center." Orange County Genealogical Society Quarterly, December 1993, pages 4-7. 25A-106 This page left blank intentionally. 25A-108 REQUEST FOR 4 Historic Resources Commission Action HISrMCRESOURCES COINMSSIONMEMGDATE -- OCTOBER 4, 2018 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-511 HISTORIC REGISTER CATEGORIZATION NO. 2017-50, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2017-55 FOR PROPERTY LOCATED AT 2203 NORTH FLOWER STREET (STRATEGIC PLAN NOS. 5,2; 5,3) Prepared by Pedro Gomez HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Planning Manager RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2017-51 and Historic Register Categorization No. 2017-50 (Exhibit 1). 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with. Nicholas B. Gillespie and John B. Hicks, subject to non - substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Nicholas B. Gillespie and John B. Hicks are requesting approval to designate an existing residence located at 2203 North Flower Street to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Prolect Location and Site Description The subject property is located on east side of North Flower Street in the Floral Park neighborhood. The site consists of a 1,644 square foot, Minimal Traditional style residence and detached garage on a 9,000 -square -foot -residential lot (Exhibit 3). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical EXHIBIT B5 25A-109 HRCA No. 2017-51, HRC No. 2017-50 HPPA No. 2017-55 October 4, 2018 Page 2 property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30-2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30-2 of the Santa Ana Municipal Code as the property is 82 years old. No known code violations exist on record for this property. The property, recognized as the Jensen House, is located within the Floral Park neighborhood boundaries and has distinctive architectural features of the Minimal Traditional style. The residence was built in 1936 by an unknown architect. The single-family residential building has a multi -gabled moderate -pitch roof clad in composition shingle roofing, with exposed rafters that extends over the driveway, creating a porte-cochere. The architectural detailing along the front elevation includes vertical flush wood cladding in the front gable end, with horizontal flush wood cladding and stucco cladding on the remainder of the exterior. The fenestration includes large multi -light fixed window at the projecting front gable and double -hung wood windows with speedline sashes at the west elevation—all with decorative shutters—as well as a small octagonal fixed window near the center of the primary elevation. Character -defining features of the Jensen House that should be preserved include, but may not be limited to: materials and finishes (clapboard sheathing); roof configuration; massing; windows; porch; and architectural details such as exposed beams and rafter tails, and accent brick material. The Jensen House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Minimal Traditional style. It is recommended that the house be designated to the Santa Ana Register of Historical Properties and categorized as "Contributive" because it "contributes to the overall character and history' of the Floral Park neighborhood and "is a good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentives to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: 25A-110 HRCA No. 2017-51, HPPA No. 2017-55 October 4, 2018 Page 3 HRC No. 2017-50 • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property The property has no identified unauthorized modifications. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. Public Notification The subject site is located within the Floral Park Neighborhood Association boundaries. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, the project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31 (Categorical Exemption No. ER -2018-58), as these actions are designed to preserve historic resources. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Engagement & Sustainability, Objective No. 2 (expand opportunities for environmental sustainability) and Objective No. 3 (facilitate diverse housing support efforts to preserve and improve the livability of Santa Ana neighborhoods) Pedro Gomez Assist t Planner PG:sb SAHRC\2018\10-0-1812203 N. Flower Street (Jensen House) \ Staff Report- 2203 N. Flower Street Exhibits t — Resolution 2 — Mills Act Agreement 3 — 500' Radius Map 25A-111 Health, Livability, conservation and opportunities and This page left blank intentionally. 25A-112 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 RESOLUTION NO.2018-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-51 TO PLACE THE PROPERTY LOCATED AT 2203 NORTH FLOWER STREET, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2017-50 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On October 4, 2018, the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2017-51) and categorization (Historic Resources Commission Categorization No. 2017-50) of the Jensen House located at 2203 North Flower Street, Santa Ana. B. The Jensen House has distinctive architectural features of the Minimal Traditional style, and was built in 1936 by an unknown architect. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as "Contributive". The Jensen House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Minimal Traditional style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Floral Park neighborhood and "is a good example of period architecture," representing the Minimal Traditional style in Santa Ana. Character -defining features of the Jensen House that should be preserved include, but may not be limited to: materials and finishes (clapboard sheathing); roof configuration; massing; windows; porch; and architectural details such as exposed beams and rafter tails, and accent brick material. D. The legal owners of the property are Nicholas B. Gillespie and John B. Hicks. EXHIBIT 1 25A-113 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30-2 of the Santa Ana Municipal Code. G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30-2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31 as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2018-58 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2017-51 to place the Jensen House located at 2203 North Flower Street, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2017-50 placing the Jensen House located at 2203 North Flower Street, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff Report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file with the Planning Division, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 4`" day of October 2018. Alberta Christy, Chairperson 25A-114 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission members NOES: Commission members ABSTAIN: Commission NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 4, 2018. Date: Commission Secretary City of Santa Ana 25A-115 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 EXHIBIT A LEGAL DESCRIPTION APN Address Legal Description Owner Names 002-082-13 2203 North Flower Street THAT PORTION OF BLOCK Nicholas B. "C" OF TRACT NO. 41 AS Gillespie and SHOWN ON A MAP John B. Hicks RECORDED IN BOOK 9, PAGE 48 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF FLOWER STREET AS SAID FLOWER STREET IS NOW LOCATED WITH THE NORTH LINE OF SAID BLOCK "C"; THENCE SOUTH 1 DEGREE 40'30" WEST ALONG THE EAST LINE OF SAID FLOWER STREET AS NOW LOCATED, 60 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF SAID BLOCK "C", 150 FEET; THENCE NORTH 1 DEGREE 40'30" EAST PARALLEL WITH THE EAST LINE OF SAID FLOWER STREET BLOCK "C"; THENCE WEST ALONG THE NORTH LINE OF SAIDE BLOCK "C"; 150 FEET TO THE POINT OF BEGINNING. 25A-116 MILLSACTAGREEMENT 2203 North Flower Street Santa Ana, CA 92706 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement") is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), Nicholas B. Gillespie and John B. Hicks, (hereinafter referred to as "Owners"), owners of real property located at 2203 North Flower Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act") to enter into contracts with Owner of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owners possess fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 2203 North Flower Street, Santa Ana, CA, 92706 and more particularly described in Exhibit A, attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the property Owners, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owners and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. EXHIBIT 2 25A-117 MILLS ACT AGREEMENT 2203 North Flower Street Santa Ana, CA 92706 E. The Owners and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owners of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. This Agreement shall be effective and commence on October 17, 2018, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owners or the City desire(s) in any year not to renew the Agreement, the Owners or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owners may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owners of nomenewal. d. If either the Owners or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owners shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features described in the "Department of Parks and Recreation Primary Record" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, M 25A-118 MILLSACTACREEMENT 2203 North Flower Street Santa Ana, CA 92706 design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owners shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owners shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owners shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owner's compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owners hereby agree to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owners have breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owners have failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owners shall pay a cancellation fee to the County Auditor as set forth in Government Code -3- 25A-119 MILLSACTAGREEMENT 2203 North Flower Street Santa Ana, CA 92706 Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 %2) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owners, the City shall give written notice to Owners by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owners), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owners growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owners or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owners if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owners hereby subject the Historic Property, located at 2203 North Flower Street, Assessor Parcel Number, 002-082-13, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions and restrictions as set forth in this Agreement. b. The City and Owners hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owners' successors and assigns in title or interest to 4- 25A-120 MILLSACTAGREEMENT 2203 North Flower Street Santa Ana, CA 91706 the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument. 8. No Compensation. Owners shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to the Owners as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council Owners: Nicholas B. Gillespie and John B. Hicks 2203 N. Flower Street Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owners agree to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owners hereby agree to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owners' activities in connection with the Historic Property. -5- 25A-121 MILLSACTAGREEMENT 2203 North Flower Street Santa Ana, CA 92706 C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 13. Effective Date This Agreement shall be effective on the day and year first written above. (Signature Page Follows) M 25A-122 ATTEST: MARIA D. HUIZAR Clerk of the Council Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney MILLS ACT AGREEMENT 2203 North Flower Street Santa Ana, CA 92706 CITY OF SANTA ANA RAUL GODINEZ II City Manager NICHOLAS B. GILLESPIE JOHN B. HICKS RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency -7- 25A-123 MILLSACTAGREEMENT 2203 North Flower Street Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THAT PORTION OF BLOCK "C" OF TRACT NO. 41 AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 48 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF FLOWER STREET AS SAID FLOWER STREET IS NOW LOCATED WITH THE NORTH LINE OF SAID BLOCK "C"; THENCE SOUTH 1 DEGREE 40'30" WEST ALONG THE EAST LINE OF SAID FLOWER STREET AS NOW LOCATED, 60 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF SAID BLOCK "C", 150 FEET; THENCE NORTH 1 DEGREE 40'30" EAST PARALLEL WITH THE EAST LINE OF SAID FLOWER STREET BLOCK "C'; THENCE WEST ALONG THE NORTH LINE OF SAIDE BLOCK "C"; 150 FEET TO THE POINT OF BEGINNING. FILED IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY. Assessor's Parcel Number: 002-082-13 -8- 25A-124 EXECUTIVE SUMMARY Jensen House 2203 North Flower Street Santa Ana, CA 92706 NAME Jensen House REF. NO. ADDRESS 2203 North Flower Street CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1936 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT I N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 1,3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric X Historic ❑ Both ARCHITECTURAL STYLE: Minimal Traditional During the Great Depression through the immediate postwar years, the Minimal Traditional home rose in popularity as the preferred style for middle-class housing in the United States. This basic house type fulfilled both aesthetic and social needs: in terms of aesthetics, the form represented a stripped -down version of the historic -eclectic styles popular in the 1920s, in particular the Tudor and English Revival styles. In social terms, the Minimal Traditional home satisfied requirements in square footage and plan by the Federal Housing Administration (FHA), which launched a campaign in this period to expand home ownership. The Minimal Traditional home served as the prototype used by the FHA in its efforts to codify and manufacture "a standard, low-cost, minimum house that the majority of American wage earners could afford" (Greg Hise, Magnetic Los Angeles, p. 57). Minimal Traditional homes are typically rectangular in plan and one- story in height, often with a front -gabled wing and prominent attached chimney. In contrast with the English and Tudor Revival styles the one-story version mimics, the Minimal Traditional home is capped with a low or intermediate pitch roof with a hipped or side gable. Sheathing materials include stucco,. brick, or wood, often accompanied by stone veneer accents. Fenestration generally consists of multi -light casement, double -hung, and picture windows with wood frames. The eaves and rakes of the Minimal Traditional home are typically shallow (in a departure from the later Ranch House style, which they often resemble). Although they have little applied ornament, many Minimal Traditional homes often display decorative wood shutters and porch -roof supports. SUMMARY/CONCLUSION: The Jensen House qualifies for listing in the Santa Ana Register of Historical Properties under Contributive for its exemplification of the distinguishing characteristics of the Minimal Traditional style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Floral Park neighborhood and "is a good example of period architecture," representing the Minimal Traditional style in Santa Ana (Municipal Code, Section 30-2.2). EXPLANATION OF CODES: . California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. 5S3: Appears to be individually eligible for local listing or designation through survey evaluation EXHIBIT B 1 25A-125 State of California—The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI #_ PRIMARY RECORD Trinnmi NRHP Status Other Listings Review Code Reviewer_ Resource namefs) or number (assi❑ned by rerorcler) P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: March 3, 2015 *c. Address 2203 North Flower Street City Santa Ana Zip 92706 *e. Other Locational Data: Assessors Parcel Number 002-062-13 *P3a. Description: (Descdbe resource and its major elements. Include design, materials, condition, alterations, size, setting, and beundades) The Jensen House is an intact example of the Minimal Traditional style. This single-family residential building has a multi - gabled moderate -pitch roof clad in composition shingle roofing with exposed rafters that extends over the driveway, creating a porte-cochere. Architectural detailing along front elevation includes vertical flush wood cladding in the front gable end, with horizontal flush wood cladding and stucco cladding the remainder of the exterior. Fenestration includes large multi -light fixed window at the projecting front gable and double -hung wood windows with speedline sashes at the west elevation—all with decorative shutters—as well as a small octagonal fixed window near the center of the primary elevation. The partial -width porch and porte-cochere are both supported by paired square porch supports with diamond-shaped elements. A detached garage at the rear of the property utilizes vertical flush wood cladding with minimal overhangs. The house includes two circular attic vents on the front elevation. The house appears intact and is in good condition. *P3b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure ❑Object DSite ❑District ❑Element of District ❑Other P5a. Photo V S n e ,` A NO 10 s i`}rr r P51o. Photo: (view and date) Primary East Elevation March 29, 2018 *P6. Date Constructed/Age and Sources: ■historic 19361 City of Santa Ana Building Permit *P7. Owner and Address: Nicholas B. Gillespie and John B. Hicks 2203 North Flower Street Santa Ana, CA 92706 *P8. Recorded by: Manuel J. Escamilla 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *P9. Date Recorded: October 4, 2018 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none") None *Attachments: []None []Location Map []Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record DArchaeological Record DDistrict Record []Linear Feature Record []Milling Station Record []Rock Art Record DArtifact Record []Photograph Record [] Other (list) DPR 523A (1/95) EXHIBIT B2 "Required information 25A-126 State of California—The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHP Status Code 5S3 Kesource Name or w Jensen mouse B1. Historic Name: Jensen House 62. Common Name: Same 63. Original Use: Single -Family Residence B4. Present Use: Single -Family Residence *B5. Architectural Style: Minimal Traditional *86. Construction History: (Construction date, alterations, and date of alterations): Constructed August 10, 1936. $5,500. September 9, 1996. Reroof SFD and detachedgarage.$2,350. March 8, 2010. Removal of unpermtfted rear patio and shed. August 3, 2016. Removal of original furnace, replace with HVAC system. *B7. Moved?■No OYes OUnknown Date: Original Location: *B8. Related Features: None. 139a. Architect: Unknown b. Builder: Unknown *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1936 Property Type: Single -Family Residence Applicable Criteria: All, C/3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Jensen House is significant as a representative example of a Minimal Traditional house from the middle decades of the twentieth century in Santa Ana. The address first appears in the 1937 Santa Ana Directory with Louis R. Braasch listed as the owner. Mr. Braasch was a Building Contractor. Charles J. Johnson was shown to have owned the home in 1941. In 1945 Inventor Arthur E. Jensen was living at the residence with his wife Jeannette Jensen. They lived in the home until 1954 when Mrs. Margit R. was shown as the owner. The 1956 Santa Ana directory indicates that optometrist Gordon Sidney and his wife Florence Sidney lived in the home until at least 1962. City of Santa Ana building permits show that an unpermitted porch addition to the rear of the property was removed in 2010. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) B13. Remarks: *1314. Evaluator: Brian Matuk/Chattel, Inc. *Date of Evaluation: October4, 2018 (This space reserved for official comments.) Sketch Map Jensen House 2203 North Flower Street 08 ,..• .. IAA r A B C i B 0; Qe i " I N r I I I I ,r— I a flarrR 1 DPR 5238 (1195) 25A-1 27 `Required information State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3 Resource Name: Jensen House `Recorded by Manuel J. Escamilla *Date October 4, 201817 Continuation ❑ Update 'B10. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Jensen House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados, and walnuts and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897-1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353-356). 'Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange County Register, September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s and Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco styled Old Santa Ana City Hall, the EI Toro Marine Base during World War ll, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped to create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881-1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post World War 11 years, Floral Park continued its development as numerous, smaller, single-family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2018) Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Jensen House qualifies for listing in the Santa Ana Register of Historical Properties as "Contributive" for its representation of the distinguishing characteristics of the Minimal Traditional style. Character defining features of the Jensen House include characteristic Minimal Traditional features., including the moderate pitch cross -gable roof, minimal architectural detailing along front elevation including vertical flush wood cladding in the gable ends of the projecting front gable, roof eaves with minimal overhang, multi -light wood windows with decorative shutters, a small octagonal casement window, lapped horizontal and flush vertical wood boards, smooth stucco, and accent brick work at the porch. Character -defining exterior features of the Jensen House that should be preserved include, but may not be limited to: sheathing (clapboard); roof configuration; massing; windows; porch; and architectural details such as exposed beams and rafter tails, and accent brick material. 'B12. References (continued): Harris, Cyril M. American Architecture? An Illustrated Encyclopedia. New York, 1AW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form. " Washington DC., National Register Branch, National Park Service, US Dept of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources."Sacramento: March 1995. Whitten, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Santa Ana and Orange County Directories, 1905-2017. Ancestry.com Newspapers.com (Santa Ana Register) Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and 1955. Armor, Samuel. History of Orange County Los Angeles. History Record Company, 1921, page 989. Park Santiago Neighborhood Association. `The Gingerbread Lande Holiday Home Tour, 1999." Brochure. Rischard, Maureen McClintock. 'People Behind Places: Enderle Center." Orange County Genealogical Society Quarterly, December 1993, pages 4-7. DPR 523L 25A-128 MILLSACTAGREEMENT 2203 North Flower Street Santa Ana, CA 92706 Exhibit C Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with -1- 25A-129 MILLSACTAGREEMENT 2203 North Flower Street Santa Ana, CA 92706 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. -2- 25A-130 This page left blank intentionally. 25A-132 REQUEST FOR 0Historic Resources Commission Action W HSTORIC RESOURCES MMSION MEETNG DATE: OCTOBER 4, 2018 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-539 HISTORIC REGISTER CATEGORIZATION NO. 2017-52, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2017-57 FOR PROPERTY LOCATED AT 2005 NORTH GREENLEAF STREET (STRATEGIC PLAN NOS. 5,2; 5,3) Prepared by Pedro Gomez 911 ��� M. Executive Director RECOMMENDED ACTION HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Planning Manager 1. Adopt a resolution approving Historic Resources Commission Application No. 2017-53 and Historic Register Categorization No. 2017-52 (Exhibit 1). 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Ernesto Estrada, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Ernesto Estrada is requesting approval to designate an existing residence located at 2005 North Greenleaf Street to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Project Location and Site Description The subject property is located on the east side of North Greenleaf Street in the Floral Park neighborhood. The site consists of a 1,485 square foot, Tudor Revival style residence and detached garage on a 8,420 -square -foot residential lot (Exhibit 3). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical EXHIBIT B6 25A-133 HRCA No. 2017-53, HRC No. 2017-52, HPPA No. 2017-57 October 4, 2018 Page 2 property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30-2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30-2 of the Santa Ana Municipal Code, as the property is 93 years old and is a good example of period architecture. No known code violations exist on record for this property. The property, recognized as the Ward House, is located within the Floral Park neighborhood boundaries and has distinctive architectural features of the Tudor Revival style. The residence was built in 1925 by an unknown architect. However, developer and builder Allison Honer (1897-1981), was credited as the subdivider and builder of a major portion of northwest Santa Ana. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881-1965), continued developing the groves of Floral Park. In the early post World War II years, Floral Park continued its development as numerous, smaller, single-family houses were built. Asymmetrical in design, the Ward House features a steep -pitch, cross -gable roof clad in composition shingle roofing and features two front -facing gables, with a prominent front gable featuring a cat slide (flared eave) that extends over the recessed entry. The exterior of the building is clad in stucco, recently refinished with a sand float finish, to more accurately reflect the Tudor Revival style, and features faux half-timbering and exposed purlins below the eaves. The fenestration consists a mix of multi -light fixed and casement windows, as well as a contemporary bay window. A prominent brick chimney is located at the south elevation. Character -defining features of the Ward House that should be preserved include, but may not be limited to: materials and finishes (stucco and faux half-timbering); roof configuration, materials, and treatment (steep pitch, prominent front gables); massing and composition (entry porch); and fenestration (multi -light windows). The Ward House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Tudor Revival style. It is recommended that the house be designated to the Santa Ana Register of Historical Properties and categorized as "Contributive" because it "contributes to the overall character and history' of the Floral Park neighborhood and "is a good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentives to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state 25A-134 HRCA No. 2017-53, HRC No. 2017-52, HPPA No. 2017-57 October 4, 2018 Page 3 of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Longterm preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property The property has no identified unauthorized modifications. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. Public Notification The subject site is located within the Floral Park Neighborhood Association boundaries. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, the project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2018-53 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to pre§prve and improve the livability of Santa Ana neighborhoods). Pedro Gc Assistant PG:sb SAHR02018110-4-1812005 N. Greenleaf Street (Ward House)1 Staff Report- 2005 N. Greenleaf Street Exhibits 1 — Resolution 2 — Mills Act Agreement 3 — 500' Radius Map 25A-135 This page left blank intentionally. 25A-136 RESOLUTION NO. 2018-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-53 TO PLACE THE PROPERTY LOCATED AT 2005 NORTH GREENLEAF STREET, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2017-52 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On October 4, 2018, the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2017-53) and categorization (Historic Resources Commission Categorization No. 2017-52) of the Ward House located at 2005 North Greenleaf Street, Santa Ana. B. The Ward House has distinctive architectural features of the Tudor Revival style, and was built in 1925 by an unknown builder. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as "Contributive". The Ward House qualifies for listing in the Santa Ana Register of Historical Properties, under Criterion 1, for its representation of the distinguishing characteristics of the Tudor Revival style. Additionally, the house has been categorized as Contributive because it "contributes to the overall character and history" of the Floral Park neighborhood and "is a good example of period architecture," representing the Tudor Revival style in Santa Ana. Character -defining features of the Ward House that should be preserved include, but may not be limited to: materials and finishes (stucco and faux half-timbering); roof configuration, materials, and treatment (steep pitch, prominent front gables); massing and composition; and fenestration (multi -light windows). D. The legal owner of the property is Ernesto Estrada. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. EXHIBIT 1 25A-137 F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30-2 of the Santa Ana Municipal Code. G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30-2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31 as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2018-53 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2017-53 to place the Ward House located at 2005 North Greenleaf Street, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2017-52 placing the Ward House located at 2005 North Greenleaf Street, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff Report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file with the Planning Division, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 4th day of October 2018. Alberta Christy, Chairperson 25A-138 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney AYES: Commission NOES: Commission members ABSTAIN: Commission members NOT PRESENT: Commission CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 4, 2018. Date: Commission Secretary City of Santa Ana 25A-139 EXHIBIT A LEGAL DESCRIPTION APN Address Legal Description Owner Names 002-103-15 2005 North Greenleaf A PORTION OF THE Ernesto Estrada Street SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION ONE, TOWNSHIP FIVE SOUTH RANGE TEN WEST SAN BERNARDINO BASE AND MERIDIAN BOUNDED AND DESCRIBED ACCORDING TO THE MAP OF SURVEY OF SAID LAND FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, CALIFORNIA ON NOVEMBER 9, 1926 IN BOOK 3, PAGES(S) 6 OF RECORD OF SURVEYS AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE OF GREENLEAF STREET AS SHOWN ON THE MAP ABOVE MENTIONED, DISTANT THEREON NORTH 00 54' EAST 146.01 FEET FROM AN IRON PIN SET AT THE NORTHWEST CORNER OF LONE ONE, IN BLOCK A OF TRACT NO. 256, AS PER MAP RECORDED IN BOOK 14, PAGES(S) 23 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY THENCE NORTH 00 54' EAST ALONG SAID EASTERLY LINE OF GREENLEAF STREET 50 FEET; THENCE NORTH 89° 25A-140 25A-141 46' 00" EAST 168.4 FEET; THENCE SOUTH 00 54' WEST PARALLEL WITH THE SAID EASTERLY LINE OF GREENLEAF STREET 50.08 FEET; THENCE SOUTH 89° 48' 30" WEST 168.4 FEET TO THE POINT OF BEGINNING. 25A-141 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement") is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), and Ernesto Estrada, (hereinafter referred to as "Owner"), owner of real property located at 2005 North Greenleaf Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act") to enter into contracts with owners of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 2005 North Greenleaf Street, Santa Ana, CA, 92706 and more particularly described in Exhibit A, attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the property Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. EXHIBIT 2 25A-142 E. The Owner and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. This Agreement shall be effective and commence on October 17, 2018, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features described in the "Department of Parks and Recreation Primary Record" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, 25A-143 design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owner shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owner's compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owner hereby agrees to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owner has breached any of the conditions of this Agreement, or has allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner has failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code 25A-144 Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 '/2) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owner, the City shall give written notice to Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owner), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owner or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owner if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owner hereby subjects the Historic Property, located at 2005 North Greenleaf Street, Assessor Parcel Number, 002-103-15, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions, and restrictions as set forth in this Agreement. b. The City and Owner hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner's successors and assigns in title or interest to 25A-145 the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument. S. No Compensation. Owner shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to the Owner as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council Owner: Ernesto Estrada 2005 North Greenleaf Street Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. 25A-146 C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the Agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 13. Effective Date This Agreement shall be effective on the day and year first written above. {Signature Page Follows) 25A-147 ATTEST: MARIA D. HUIZAR Clerk of the Council OWNER: CITY OF SANTA ANA RAUL GODINEZ II City Manager Date: By: ERNESTO ESTRADA APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: SONIA CARVALHO City Attorney By: LISA STORCK MINH THAI Assistant City Attorney Executive Director Planning and Building Agency 25A-148 EXHIBIT A LEGAL DESCRIPTION A PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION ONE, TOWNSHIP FIVE SOUTH RANGE TEN WEST SAN BERNARDINO BASE AND MERIDIAN BOUNDED AND DESCRIBED ACCORDING TO THE MAP OF SURVEY OF SAID LAND FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, CALIFORNIA ON NOVEMBER 9, 1926 IN BOOK 3, PAGES(S) 6 OF RECORD OF SURVEYS AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE OF GREENLEAF STREET AS SHOWN ON THE MAP ABOVE MENTIONED, DISTANT THEREON NORTH 0° 54' EAST 146.01 FEET FROM AN IRON PIN SET AT THE NORTHWEST CORNER OF LONE ONE, IN BLOCK A OF TRACT NO. 256, AS PER MAP RECORDED IN BOOK 14, PAGES(S) 23 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY THENCE NORTH 00 54' EAST ALONG SAID EASTERLY LINE OF GREENLEAF STREET 50 FEET; THENCE NORTH 89'46'00" EAST 168.4 FEET; THENCE SOUTH 00 54' WEST PARALLEL WITH THE SAID EASTERLY LINE OF GREENLEAF STREET 50.08 FEET; THENCE SOUTH 89° 48'30" WEST 168.4 FEET TO THE POINT OF BEGINNING. Assessor's Parcel Number: 002-103-15 25A-149 EXECUTIVE SUMMARY Ward House 2005 North Greenleaf Street Santa Ana, CA 92706 NAME Ward House REF. NO. ADDRESS 2005 North Greenleaf Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1925 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT I N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication X Unrestricted ❑ Prehistoric X Historic ❑ Both ARCHITECTURAL STYLE: Tudor Revival The Tudor Revival looked to medieval England for its inspiration. Signature features of the style include steeply pitched gables; decorative half-timbering; arched openings, often Tudor or Gothic in form; asymmetrical arrangements of building features; tall brick chimneys; and picturesque windows of leaded glass or diamond patterned lights. The more ambitious examples of the Tudor Revival were executed in brick or even stone; however, stucco over wood frame is quite common in the forgiving climate of southern California. The Tudor Revival was favored primarily for residential buildings, although small scale commercial buildings in the style also occur. Born in the late 19th century, the Tudor Revival was associated with some Craftsman era building but was most popular during the 1920s and 1930s. SUMMARY/CONCLUSION: The Ward House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Tudor Revival style. Additionally, the house has been categorized as "Contributive" because it it "contributes to the overall character and history' of the Floral Park neighborhood and "is a good example of period architecture," representing the Tudor Revival style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values • It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. 5S3: Appears to be individually eligible for local listing or designation through survey evaluation EXHIBIT 131 25A-150 State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomial NRHP Status Code Other Listings Review Code Reviewer Date Page 1 of 3 Resource name(s) or number (assigned by recorder) Ward House P1. Other Identifier: *P2. Location: []Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: March 3, 2015 *c. Address 2005 North Greenleaf Street City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 002-103-15 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Floral Park, the Ward House is a one-story single-family residential building constructed in the Tudor Revival style. Asymmetrical in design, the house features a steep -pitch, cross -gable roof clad in composition shingle roofing. There are two front -facing gables, with a prominent front gable featuring a cat slide (flared eave) that extends over the recessed entry. The exterior of the building is clad in stucco and features faux half-timbering and exposed purlins below the eaves. The stucco was recently refinished with a sand float stuccco finish, to more accurately reflect the Tudor Revival style. The entryway is characterized by a single contemporary door recessed within a round arch brick surround, accessed via a poured concrete walkway and three brick steps. Fenestration consists a mix of multi -light fixed and casement windows, as well as a contemporary bay window. A prominent brick chimney is located at the south elevation. The property is simply landscaped with a mature tree, a lawn, low vegetation and simple walkway at the front setback. The driveway is located along the south elevation and leads to the detached, one-story, two -car garage. Other than the noted changes, the house appears intact and is in good condition. 'P3b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure DObject ❑Site DDistrict ■Element of District ❑Other P5b. Photo: (view and date) Primary Elevation, view East W. Date Constructed/Age and Sources: ■historic 1925/ City of Santa Ana Building Permits *P7. Owner and Address: Ernesto Estrada 2005 North Greenleaf Street Santa Ana, CA 92706 *P8. Recorded by: Pedro Gomez 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *P9. Date Recorded: October 4, 2018 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none") None *Attachments: []None []Location Map []Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record []Archaeological Record DDistrict Record ❑Linear Feature Record []Milling Station Record []Rock Art Record DArtifact Record []Photograph Record [] Other (list) EXHIBIT B2 DPR 523A (1195) 25A-151 *Required information State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHP Status Code 'Resource Name or #: Ward House B1. Historic Name: Ward House B2. Common Name: Same B3. Original Use: Single -Family Residence B4. Present Use: Single -Family Residence *B5. Architectural Style: Tudor Revival *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed April 30,1925. $4,000. June 24, 1971. Private Swimming Pool for Jerry Ahrens. $2,400. April 22, 1998. Changeout bathroom window and drywall first floor. $2,500. November 15, 1999. Reroof with no tear off, comp shingle over wood shingle. $2,685. *B7. Moved? ■No ElYes DUnknown Date: Original *B8. Related Features: None. 139a. Architect: Unknown b. Builder: N/A *B10. Significance: Theme Residential architecture Area Santa Ana Period of Significance: 1925 Property Type: Single -Family Residence Applicable Criteria: C/3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Ward House is architecturally significant as a characteristic example of the Tudor Revival style. This house was originally constructed in 1925, and was valued at approximately $4,400 according to the original building permit. The first recorded owner and occupant was Gilmore C. Ward. Mr. Gilmore was a cashier at Barr Lumber, a lumber company located in Santa Ana. He would eventually become a secretary of the company in the 1940's. Edgar Jeffries was the next recorded occupant from 1945 - 1956. A Lyle N. Carson was the last recorded occupant in 1962. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) B13. Remarks: *B14. Evaluator: Brian MatuklChattel, Inc. *Date of Evaluation: October 4, 2018 (This space reserved for official comments.) Sketch Map WordHouse 05 Greenleaf Street - I_ I j I, 1-1 -L °J 1 7 i 11D Jill 1111110 Go I 110 DPR 5238 (7195) 25A-152 'Required informati State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Paae 3 of 3 Resource Name: Ward House *Recorded by Pedro Gomez *Date October 4, 2018 0 Continuation ❑ Update *B10. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. 2005 Greenleaf is located in central Floral Park, a neighborhood north of downtown Santa Ana bounded by west Seventeenth Street, North Broadway, and Flower street. Groves of oranges, avocados, and walnuts and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897-1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353- 356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. 'When built in the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange County Register, September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s and Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco styled Old Santa Ana City Hall, the EI Toro Marine Base during World War ll, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped to create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881-1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post World War 11 years, Floral Park continued its development as numerous, smaller, single-family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2018) Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Ward House qualifies for listing in the Santa Ana Register of Historical Properties, under Criterion 1, for its representation of the distinguishing characteristics of the Tudor Revival style. Additionally, the house has been categorized as "Contributive because it "contributes to the overall character and history" of the Floral Park neighborhood and "is a good example of period architecture," representing the Tudor Revival style in Santa Ana. Character -defining features of the Ward House that should be preserved include, but may not be limited to: materials and finishes (stucco and faux half-timbering); roof configuration, materials, and treatment (steep pitch, prominent front gables); massing and composition (entry porch); and fenestration (multi -light windows). *B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated History, Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. 'How to Complete the National Register Registration Form." Washington DC., National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Santa Ana and Orange County Directories, 1905-2017. Ancestry.com Newspapers.com (Santa Ana Register) Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and 1955. Armor, Samuel. History of Orange County. Los Angeles: History Record Company, 1921, page 989. Park Santiago Neighborhood Association. "The Gingerbread Lande Holiday Home Tour, 1999." Brochure. Rischard, Maureen McClintock. "People Behind Places: Enderle Center." Orange County Genealogical Society Quarterly, December 1993, pages 4-7 25A-153 Exhibit C Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with 25A-154 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. 25A-155 500' RADIUS HRC 2017-52/ HRCA 2017-53/ HPPA 2017-57 2005 NORTH GREENLEAF STREET WARD HOUSE PLANNING AND BUILDING AGENCY EXHIBIT 3 25A-156 A•. UEST Historic Resources Commission Action tt 1-11STORICRESOURCES COMMISSION MEETING DATE- ! F ii,M1 OCTOBER 4, 2018 , TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-55, HISTORIC REGISTER CATEGORIZATION NO. 2017-54, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2017-59 FOR PROPERTY LOCATED AT 2013 NORTH HELIOTROPE DRIVE (STRATEGIC PLAN NOS. 5,2; 5,3) Prepared by Pedro Gomez HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Direbtor , r fanning Manager RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2017-55 and Historic Register Categorization No. 2017-54 (Exhibit 1). 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with David M. and Lisa M. Nisson, subject to non - substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant David M. and Lisa M. Nisson are requesting approval to designate an existing residence located at 2013 North Heliotrope Drive to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Project Location and Site Description The subject property is located on the east side of North Heliotrope Drive in the Floral Park neighborhood. The site consists of a 2,328 -square -foot, American Colonial Revival residence and detached garage on a 10,432 -square -foot residential lot (Exhibit 3). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical EXHIBIT B7 25A-157 HRCA No. 2017-55, HRC No. 2017-54, HPPA No. 2017-59 October 4, 2018 Page 2 property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30-2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30-2 of the Santa Ana Municipal Code, as the property is 78 years old and is a good example of period architecture. No known code violations exist on record for this property. The property, recognized as the Flagg House, is located within the Floral Park neighborhood boundaries and has distinctive architectural features of the American Colonial Revival. The residence was built in 1940 by Allison C. Honer, a notable developer and prominent local builder credited as the subdivider and builder of a major portion of northwest Santa Ana. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco Style Old Santa Ana City Hall, the EI Toro Marine Base during World War II, and the 1960 Honer Shopping Plaza. The Flagg House incorporates a two-story massing, symmetrical in composition, with a one-story side wing projecting from the south elevation. Both the primary building mass and wing are side - gabled, with a moderate -pitch roof that exhibits eave returns at the gables. The first -floor exterior of the structure is clad in stucco, with the second story clad in wide, horizontal lapped wood siding. The windows on the primary elevation are wood, six -over -six, double hung windows, with the windows on the secondary elevations being a combination of multi -light hung and casements. A breakfast room addition was constructed in 1991, and a new two-story garage replaced a presumably original garage, also constructed in 1991. It is unclear if the south wing is original, or if it represents the addition of a breakfast room. While the residence has been altered, the alterations do not appear to detract from the integrity of the residence. Character -defining features of the Flagg House that should be preserved, include, but may not be limited to: symmetrical composition; materials and finishes (stucco, wood siding, and pilasters); roof configuration, including eave returns, materials, and treatment; massing and composition (two-story massing, one-story portico with a broken -base pediment and recessed entry); fenestration (multi -pane hung windows where extant); and architectural detailing. The Flagg House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the of the American Colonial Revival style. Additionally, the house has been categorized as "Key" because it "has a distinctive architectural style and quality' representing the American Colonial Revival style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). Mills Act Apreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of 25A-158 HRCA No. 2017-55, HRC No. 2017-54, HPPA No. 2017-59 October 4, 2018 Page 3 Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentives to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Longterm preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property The property has no identified unauthorized modifications. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. Public Notification The subject site is located within the Floral Park Neighborhood Association boundaries. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, the project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2018-56 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Pedro mez Assista t Planner I PG:sb S:\HRC12018110-4-1812013 B. Heliotrope Drive (Flagg House) \ Staff Report- 2013 N. Heliotrope Drive 25A-159 HRCA No. 2017-55, HRC No. 2017-54, HPPA No. 2017-59 October 4, 2018 Page 4 Exhibits 1 — Resolution 2 — Mills Act Agreement 3 — 500' Radius Map 25A-160 RESOLUTION NO. 2018-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-55 TO PLACE THE PROPERTY LOCATED AT 2013 NORTH HELIOTROPE DRIVE, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2017-54 PLACING SAID PROPERTY WITHIN THE KEY CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On October 4, 2018, the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2017-46) and categorization (Historic Resources Commission Categorization No. 2017-45) of the Flagg House located at 2013 North Heliotrope Drive, Santa Ana. B. The Flagg House has distinctive architectural features of the American Colonial Revival style, and was built in 1940 by Allison Honer. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as "Key'. The Flagg House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the American Colonial Revival style. Additionally, the house has been categorized as "Key' because it "has a distinctive architectural style and quality" representing the American Colonial Revival style in Santa Ana. Character -defining features of the Flagg House that should be preserved, include, but may not be limited to: materials and finishes (stucco, wood siding, and pilasters); roof configuration, including eave returns, materials, and treatment; massing and composition; fenestration (multi -pane hung windows where extant); and architectural detailing. D. The legal owners of the property are David M. and Lisa M. Nisson. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. EXHIBIT 1 25A-161 F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30-2 of the Santa Ana Municipal Code. G. The subject property meets the minimal standards for placement in the Key category pursuant to Section 30-2.2(2) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31 as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2018-56 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2017-55 to place the Flagg House located at 2013 North Heliotrope Drive, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2017-54 placing the Flagg House located at 2013 North Heliotrope Drive, Santa Ana, 92706 within the Key category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff Report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file with the Planning Division, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 4th day of October 2018. Alberta Christy, Chairperson 25A-162 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission NOES: Commission ABSTAIN: Commission NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 4, 2018. Date: Commission Secretary City of Santa Ana 25A-163 EXHIBIT A LEGAL DESCRIPTION APN Address Legal Description Owner Names 002-081-31 2013 North Heliotrope PARCEL 1: David M. and Drive THE NORTH 40 FEET OF LOT Lisa M. Nisson 3 AND THE SOUTH 30 FEET OF LOT 4 IN BLOCK A OF TRACT 1035 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 33, PAGE 46 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: THE NORTH 3 FEET OF THE SOUTH 25 FEET OF LOT 3 (SAID DISTANCES BEING MEASURED ALONG THE EAST SIDE OF SAID LOT AND THE NORTH LINE OF SAID BEING PARALLEL TO THE SOUTH LINE OF SAID LOT) IN BLOCK A OF TRACT 1035, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 33, PAGE 46 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY. 25 FEET. 25A-164 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement") is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), and David M. and Lisa M. Nisson, (hereinafter collectively referred to as "Owner"), owners of real property located at 2013 North Heliotrope Drive, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act") to enter into contracts with Owner of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 2013 North Heliotrope Drive, Santa Ana, CA, 92706 and more particularly described in Exhibit A, attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the property Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. EXHIBIT 2 25A-165 E. The Owner and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. This Agreement shall be effective and commence on October 17, 2018, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. G. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features described in the "Department of Parks and Recreation Primary Record" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, 25A-166 design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owner shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owner's compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owner hereby agrees to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owners have breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner has failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code 25A-167 Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 %z) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owner, the City shall give written notice to Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owner), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owner or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owner if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owner hereby subjects the Historic Property, located at 2013 North Heliotrope Drive, Assessor Parcel Number, 002-081-31, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions, and restrictions as set forth in this Agreement. b. The City and Owner hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner's successors and assigns in title or interest to 25A-168 the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, conditions and reservations are set forth in such contract, deed, or other instrument. 8. No Compensation. Owner shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to the Owner as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council Owners: David M. and Lisa M. Nisson 2013 North Heliotrope Drive Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. 25A-169 C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the Agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 13. Effective Date This Agreement shall be effective on the day and year first written above. (Signature Page Follows) 25A-170 ATTEST: MARIA D. HUIZAR Clerk of the Council OWNER: Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager DAVID M. NISSON LISA M. NISSON RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 25A-171 EXHIBIT A LEGAL DESCRIPTION PARCEL 1: THE NORTH 40 FEET OF LOT 3 AND THE SOUTH 30 FEET OF LOT 4 IN BLOCK A OF TRACT 1035 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 33, PAGE 46 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: THE NORTH 3 FEET OF THE SOUTH 25 FEET OF LOT 3 (SAID DISTANCES BEING MEASURED ALONG THE EAST SIDE OF SAID LOT AND THE NORTH LINE OF SAID BEING PARALLEL TO THE SOUTH LINE OF SAID LOT) IN BLOCK A OF TRACT 1035, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 33, PAGE 46 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY. 25 FEET. Assessor's Parcel Number: 002-081-31 25A-172 EXECUTIVE SUMMARY Flagg House 2013 North Heliotrope Drive Santa Ana, CA 92706 NAME Flagg House REF. NO. ADDRESS 2013 North Heliotrope Drive CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1940 LOCAL REGISTER CATEGORY: Key HISTORIC DISTRICT I N/A NEIGHBORHOOD I Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: American Colonial Revival The most universal of all American domestic building styles, the American Colonial Revival has been popular since the 1876 Centennial celebration in Philadelphia stimulated a patriotic interest in the American architectural past. Whether drawing upon Georgian, Federal, or Dutch Colonial prototypes, Colonial Revival buildings feature rectangular building plans and designs which are usually symmetrical, or at least highly regular and balanced, in composition. Roofs are commonly side -gabled, hipped, or gambreled, sometimes accented with dormers. Porches, one or two stories in height, are often included, mostly as central focal points, and frequently incorporate classical elements such as columns, pilasters, and entablatures. Doorways are adorned with classical surrounds and pediments; sidelights, transoms, and fanlights are not uncommon. Windows are typically double -hung sash, with multiple lights in the upper sash. French doors and Palladian windows are also utilized. Depending on location, Colonial Revival buildings have wood, brick, or stucco exteriors (McAlester, 320-326). SUMMARY/CONCLUSION: The Flagg House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the of the American Colonial Revival style. Additionally, the house has been categorized as "Key" because it "has a distinctive architectural style and quality' representing the American Colonial Revival style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. 5S3: Appears to be individually eligible for local listing or designation through survey evaluation. EXHIBIT B 1 25A-173 State of California—The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomi NRHP Status Other Listings Review Code 3 Resource name(s) or number (assigned by P1. Other Identifier: •P2. Location: ❑Not for Publication ■Unrestricted •a. County Orange County 'b. USGS 7.5' Quad: TCA 1725 Date: March 3, 2015 `c. Address 2013 North Heliotrope Drive City: Santa Ana Zip: 92706 `e. Other Locational Data: Assessor's Parcel Number 002-081-31 •P3a. Description: (Descdbe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in the Floral Park neighborhood on the east side of North Heliotrope Drive, the Flagg House is a one- and twostory single-family residential building constructed in the American Colonial Revival style. The two-story massing is symmetrical in composition, with a one-story side wing projecting from the south elevation. Both the primary building mass and wing are side -gabled, with a moderate pitch roof that exhibits save returns at the gables. The first -floor exterior of the structure is clad in stucco, with the second story clad in wide, horizontal lapped wood siding. Projecting from the center bay of the primary building mass is a one-story portico with a broken -base pediment, supported by pilasters and shelters the recessed entry. A fixed diamond pane window occupies the central bay, above the entry portico. The remaining windows on the primary elevation are wood, six -over -six, double hung windows, with the windows on the secondary elevations being a combination of multi -light hung and casements. A breakfast room addition was constructed in 1991, and a new two-story garage replaced a presumably original garage, also constructed in 1991. It is unclear if the south wing is original, or if it represents the addition of a breakfast room. While the residence has been altered, the alterations do not appear to detract from the integrity of the residence. The property is landscaped with low vegetation and neatly trimmed hedges. A driveway with contemporary decorative pavers leads to the detached two-story garage located at the northeast comer of the property. •P3b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence •P4. Resources Present: ■Building []Structure DObject []Site ❑District ❑Element of District ❑Other Photo P5b. Photo: (view and date) West elevation, view southeast March 2018 `P6. Date Constructed/Age and Sources: ■historic 19401 City of Santa Ana Building Permits 'P7. Owner and Address: David M. and Lisa M. Nisson 2013 North Heliotrope Drive Santa Ana, CA 92706 'P8. Recorded by: Ricardo Soto, Associate Planner 20 Civic Center Plaza M-20 Santa Ana, CA 92702 'Pg. Date Recorded: October 4, 2018 •P10. Survey Type: Intensive Survey Update •P11. Report Citation: (Cite survey report and other sources, or enter "none") None *Attachments: ONone []Location Map ❑Sketch Map EContinuation Sheet ■Building, Structure, and Object Record []Archaeological Record []District Record []Linear Feature Record []Milling Station Record DRock Art Record DArtifact Record OPhotograph Record D Other (list) EXHIBIT B2 DPR 523A (1/95) 25A-174 *Required information State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRNP Status Code 5S3 'Resource Name or #: Flagg House B1. Historic Name: Flagg House B2. Common Name: Same B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *135. Architectural Style: American Colonial Revival *136. Construction History: (Construction date, alterations, and date of alterations): Constructed March 6, 1940. $10,000. September 26, 1952.Enlarge room in residence for R.B Wright by Dale Umphry. $500. September 19, 1990. Demolition of existing two -car garage. $3,000. September 19, 1990. 460 -square -foot two story garage with retreat, study, two balconies, and laundry room. $72,000. January 14, 1991. Solarium addition to sunroom (glass enclosure to proposed Jacuzzi). $5,000. October 1, 1991. Add 105 -square -foot breakfast room. $7,600. August 20, 2018. Demolition of unpermitted wooden patio cover. $1,000. *B7. Moved? ENo OYes OUnknown Date: Original location: *88. Related Features: None. B9a. Architect: Unknown b. Builder: Allison Honer *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1940 Property Type: Single-family Residence Applicable Criteria: C/3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Flagg House is architecturally significant as a characteristic example of the American Colonial Revival style. This house was originally constructed in 1940, and was valued at approximately $10,000, and constructed by Allison Honer, a prominent developer and contractor in Santa Ana that also completed such notable projects as the 1935 Art Deco styled Old Santa Ana City Hall, the EI Toro Marine Base during World War Il, and the 1960 Honer Shopping Plaza, according to the original building permit. The first recorded occupants were Nora A. and A.G Flagg. A.G. Flagg was a prominent businessman that operated the A.G. Flagg Printing & Bookbinding" business from the building located at 114 North Broadway. In addition, Mr. Flagg was also active in the community, holding meberships with the Elks Club, Santa Ana Country Club, Chamber of Commerce and the First Presbyterian Church. (See Continuation Sheet 3 of 3.) 1311. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) B13. Remarks: •1314. Evaluator: Brian Matuk7Chattel, Inc. *Date of Evaluation: October 4, 2018 (This space reserved for official comments.) Sketch Map Flagg House C 2013 North Heliotrope Drive I 76 19 20 21 22 75.1 813 4 61 u 6 ue' S 4 n m 2 I lei I I I 41 I 22 I "1,1(31` 32 = ORI VE DPR 523B (1195) 25A-1 7 5 *Required Information *B10. Significance (continued): According to city directories, the next recorded occupant of the residence is Miriam A. Flagg, daughter of Nora and A.G. Flagg. J. Riley Huber, owner of Pure Citrus Juice Co., is the next recorded occupant, according to city directories. Mr. Huber occupied the residence until at least 1952. The next recorded occupant was Robert B. Wright, according to the 1954 directory. Mr. Wright served as manager and vice president of the Bank of America, and was also president of the Kiwanis Club. The occupant of the residence remained unchanged until at least 1962. Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Flagg House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. This neighborhood is northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados, and walnuts and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897-1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353,356). Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange County Register, September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s and Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco styled Old Santa Ana City Hall, the EI Toro Marine Base during World War Il, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped to create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881-1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post World War 11 years, Floral Park continued its development as numerous, smaller, single-family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2003) Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Flagg House qualities for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its representation of the distinguishing characteristics of the American Colonial Revival style. Additionally, the house has been categorized as "Key" because it "has a distinctive architectural style and quality" representing the American Colonial Revival style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the Flagg House that should be preserved, include, but may not be limited to: symmetrical composition; materials and finishes (stucco, wood siding, and pilasters); roof configuration, including eave returns, materials, and treatment; massing and composition (two-story massing, one-story portico with a broken -base pediment and recessed entry); fenestration (multi -pane hung windows where extant); and architectural detailing. *B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. How to Complete the National Register Registration Form." Washington DC., National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources. " Sacramento: March 1995. Whitten, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Santa Ana and Orange County Directories, 1920-1979. 25A-176 Exhibit C Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with 25A-177 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. 25A-178 This page left blank intentionally. 25A-180 REQUEST • Historic Resources Commission Action Q - OCTOBER 4, 2018 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 201'7-58, HISTORIC REGISTER CATEGORIZATION NO. 2017-57, AND HI&ORIC PROPERTY PRESERVATION AGREEMENT NO. 2017-61 FOR PROPERTY LOCATED AT 2038 NORTH ROSS STREET (STRATEGIC PLAN NOS. 5, 2; 5,3) Preoared by Pedro Gomez HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director— Planning Manager 1— RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2017-58 and Historic Register Categorization No. 2017-57 (Exhibit 1). 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Kelly B. Peart and Joanne M. Knudsen -Peart, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Kelly B. Peart and Joanne M. Knudsen -Peart are requesting approval to designate an existing residence located at 2038 North Ross Street to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Project Location and Site Description The subject property is located on the west side of North Ross Street in the Floral Park neighborhood. The site consists of a 2,734 square foot, Neoclassical Style residence and detached garage on a 9,831 -square -foot residential lot (Exhibit 3). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30-2 of the EXHIBIT B8 25A-181 HRCA No. 2017-58, HRC No. 2017-57, HPPA No. 2017-61 October 4, 2018 Page 2 Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30-2 of the Santa Ana Municipal Code, as the property is 91 years old and is a good example of period architecture. No known code violations exist on record for this property. The property, recognized as the Ridley C. Smith House, is located within the Floral Park neighborhood boundaries and has distinctive architectural features of the Neoclassical Style. The residence was built in 1927 by an unknown builder. However, developer and builder Allison Honer (1897-1981), was credited as the subdivider and builder of a major portion of northwest Santa Ana. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881-1965), continued developing the groves of Floral Park. In the early post World War II years, Floral Park continued its development as numerous, smaller, single-family houses were built. Symmetrical in composition, the Ridley C. Smith House is topped with a side gable, medium - pitched roof with modest overhangs. The exterior of the structure is clad in wide wood clapboard siding. A focal point of the design, the front elevation is dominated by a full-fagade entry porch, with simple square columns and Chinese Chippendale roof -line railings along the roof deck. Divided -light sidelights and decorative square pilasters adorn the entry door, which incorporates a pediment above. In addition, symmetrical double -doors with divided -lights occupy the front elevation, along with two symmetrical wood, six -over -six, double hung windows and a smaller three -over -three, double hung window. Building permits document an interior remodel and addition to the first and second floor area, to create a great room and to create a balcony access from master bedroom second floor. Character -defining features of the Ridley C. Smith House include, but may not be limited to: symmetrical facade, materials and finishes (wood siding and simple square columns); roof configuration, materials, and treatment; massing and composition (full -facade entry porch); fenestration (multi -pane hung windows where extant); and architectural detailing (Chinese Chippendale roof -line railings). The Ridley C. Smith House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Neoclassical Style. It is recommended that the house be designated to the Santa Ana Register of Historical Properties and categorized as "Key" because it "has a distinctive architectural style and quality" representing the Neoclassical style in Santa Ana. 25A-182 HRCA No. 2017-58, HRC No. 2017-57, HPPA No. 2017-61 October 4, 2018 Page 3 Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentives to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property The property has no identified unauthorized modifications. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. Public Notification The subject site is located within the Floral Park Neighborhood Association boundaries. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, the project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2018-95 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and 25A-183 HRCA No. 2017-58, HRC No. 2017-57, HPPA No. 2017-61 October 4, 2018 Page 4 environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Pedro Gomez Assistant Planner I PG:sb SAHRC12018\10.4-1812038 N Ross Street (Ridley C. Smith House) \ Staff Report -2038 N Ross Street Exhibits 1 — Resolution 2 — Mills Act Agreement 3 — 500' Radius Map 25A-184 RESOLUTION NO.2018-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2017-58 TO PLACE THE PROPERTY LOCATED AT 2038 NORTH ROSS STREET, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2017-57 PLACING SAID PROPERTY WITHIN THE KEY CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On October 4, 2018 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2017-58) and categorization (Historic Resources Commission Categorization No. 2017-57) of the Ridley C. Smith House located at 2038 North Ross Street, Santa Ana. B. The Ridley C. Smith House has distinctive architectural features of the Neoclassical Style, and was built in 1927 by an unknown builder. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as "Key'. The Ridley C. Smith House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its representation of the distinguishing characteristics of the Neoclassical style. Additionally, the house has been categorized as "Key' because it "has a distinctive architectural style and quality" representing the Neoclassical style in Santa Ana. Character - defining features of the Ridley C. Smith House include, but may not be limited to: materials and finishes (wood siding and columns); roof configuration, materials, and treatment; massing and composition; fenestration (multi -pane hung windows where extant); and architectural detailing. D. The legal owners of the property are Kelly B. Peart and Joanne M. Knudsen -Peart. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. EXHIBIT 1 25A-185 F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30-2 of the Santa Ana Municipal Code. G. The subject property meets the minimal standards for placement in the Key category pursuant to Section 30-2.2(2) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31 as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2018-95 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: % , A. Historic Resources Commission Application No. 2017-58 to place the Ridley C. Smith House located at 2038 North Ross Street, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2017-57 placing the Ridley C. Smith House located at 2038 North Ross Street, Santa Ana, 92706 within the Key category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff Report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file with the Planning Division, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 4th day of October 2018. Alberta Christy, Chairperson 25A-186 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission members NOES: Commission mem ABSTAIN: Commission members NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 4, 2018. Date: Commission Secretary City of Santa Ana 25A-187 EXHIBIT A LEGAL DESCRIPTION APN Address Legal Description Owner Names 002-112-22 2038 North Ross Street LOT 25 OF TRACT 788 IN Kelly B. Peart THE CITY OF SANTA ANA, and Joanne M. COUNTY OF ORANGE, Knudsen -Peart. STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 23, PAGE 49 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 25A-188 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement") is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), Kelly B. Peart and Joanne M. Knudsen -Peart, (hereinafter referred to as "Owners"), owners of real property located at 2038 North Ross Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act") to enter into contracts with Owner of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owners possess fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 2038 North Ross Street, Santa Ana, CA, 92706 and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the property Owners, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owners and for the community, to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. EXHIBIT 2 25A-189 E. The Owners and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owners of the Historic Property agree as follows: Effective Date and Terms of Agreement. This Agreement shall be effective and commence on October 17, 2018, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Ownesr or the City desire(s) in any year not to renew the Agreement, the Owners or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owners to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owners at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owners may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owners of nonrenewal. d. If either the Owners or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owners shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features described in the "Department of Parks and Recreation Primary Record" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, 25A-190 design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owners shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owners shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owners shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owners' compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owners hereby agree to famish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owners have breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owners have failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owners shall pay a cancellation fee to the County Auditor as set forth in Government Code 25A-191 Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 %:) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owners, the City shall give written notice to Owners by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owner), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owners growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owners or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owners if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owners hereby subject the Historic Property, located at 2038 North Ross Street, Assessor Parcel Number, 002-112-22, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions and restrictions as set forth in this Agreement. b. The City and Owners hereby declare their specific intent that the covenants, reservations and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owners' successors and assigns in title or interest to 25A-192 the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument. 8. No Compensation. Owners shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to the Owner as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council Owners: Kelly B. Peart and Joanne M. Knudsen -Peart 2038 North Ross Street Santa Ana, CA 92706 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owners agree to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owners hereby agree to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owners' activities in connection with the Historic Property. 25A-193 C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the Agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 13. Effective Date This Agreement shall be effective on the day and year first written above. (Signature Page Follows) 25A-194 ATTEST: MARIA D. HUIZAR Clerk of the Council OWNERS: Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager 0 m KELLY B. PEART JOANNE M. KNUDSEN-PEART RECOMMENDED FOR APPROVAL: ull►11�. i.1i. Executive Director Planning and Building Agency 25A-195 EXHIBIT A LEGAL DESCRIPTION LOT 25 OF TRACT 788 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 23, PAGE 49 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 002-112-22 25A-196 EXECUTIVE SUMMARY Ridley C. Smith House 2038 North Ross Street Santa Ana, CA 92706 NAME Ridley C. Smith House REF. NO. ADDRESS 2038 North Ross Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1927 LOCAL REGISTER CATEGORY: Key HISTORIC DISTRICT I N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Neoclassical Style A renewed interest in classical models of architecture began at the World's Columbian Exposition in Chicago in 1893. The planners of the exposition insisted on classical -themed architecture, and the photographs from the Exposition became models for architects across the country. Drawing primarily from Roman and Greek classical architectural motifs, neoclassical architecture emphasizes symmetry, porches with classical support columns, and the use of classical detailing including lintels, pediments, colonnades, arches, and vaults. Neoclassical design also borrowed elements from earlier American styles including Georgian, Federal, and Greek revival. Neoclassical residential architecture experienced two waves of popularity, one from 1900 to 1920, and another from around 1925-1950s. Neoclassical buildings typically have a front fagade often dominated by a full -height entry porch supported by two-story classical columns. Facades typically exhibit symmetry and balance. Other common features include elaborated doorways that incorporated Federal, Greek Revival, or Georgian elements; centered entrances; detailed cornices; rectangular, double -hung windows; roof -line balustrades (McAlester 434-446). SUMMARY/CONCLUSION: The Ridley C. Smith House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its representation of the distinguishing characteristics of the Neoclassical style. Additionally, the house has been categorized as "Key" because it "has a distinctive architectural style and quality" representing the Neoclassical style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the Ridley C. Smith House include, but may not be limited to: symmetrical facade, materials and finishes (wood siding and simple square columns); roof configuration, materials, and treatment; massing and composition (full-fagade entry porch); fenestration (multi -pane hung windows where extant); and architectural detailing (Chinese Chippendale roof -line railings). EXPLANATION OF CODES: . California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. 5S3: Appears to be individually eligible for local listing or designation through survey evaluation. EXHIBIT B1 25A-197 State of California—The Resources Agency Prir DEPARTMENT OF PARKS AND RECREATION HRI PRIMARY RECORD Trin NRHP Status Code Other Listings Review Code Reviewer Date Resource name(s) or number (assigned by recorder) Ridley C. P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted •a. County Orange County *b. USGS 7.5' Quad: TCA 1725 Date: March 3, 2015 *c. Address 2038 North Ross Street City: Santa Ana Zip: 92706 •e. Other Locational Data: Assessor's Parcel Number 002-112-22 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Floral Park on the west side of North Riverside Drive, the Ridley C. Smith House is a two-story single-family residence constructed in the Neoclassical style at 2038 North Ross Street. The residence is symmetrical in composition, topped with a side gable, medium -pitched asphalt shingle -clad roof with modest overhangs. The exterior is clad in wide wood clapboard siding. The east elevation (facade) is dominated by a full-fagade entry porch, with simple square columns and Chinese Chippendale roof -line railings along the flat roof deck. Divided -light sidelights and decorative square pilasters flank the entry door, which incorporates a pediment above. This elevation also contains symmetrical double -doors with divided - lights, along with two symmetrical wood, six -over -six, double hung windows and a smaller three -over -three, double hung window. The windows along the north and south elevations are multi -light hung and casement. The north elevation has a prominent brick chimney. The south elevation features four three -over -three windows and two smaller windows. Building permits document an interior remodel and addition to the first and second floors, to create a great room and to create balcony access from master bedroom second floor. The property is landscaped with low vegetation, neatly trimmed hedges, and a walkway leading to the front entry. A'Hollywood driveway' with a central strip of grass leads to a detached one-story garage, clad in wood clapboard siding and located at the southwest corner of the property, built at the same time as the residence. Additions noted in the building permit record are not visible from the public right-of-way. Other than the noted changes, the house appears intact and is in good condition. *P3b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure DObject ❑Site ❑District DElement of District ❑Other P5a. Photo lA i I{ I a �i P5b. Photo: (view and date) East elevation, view west Apri12018 *P6. Date Constructed/Age and Sources: ■historic 1927/ City of Santa Ana Building Permits W. Owner and Address: Kelly B. Peart and Joanne M. Knudsen -Peart 2038 North Ross Street Santa Ana, CA 92706 *P8. Recorded by: Pedro Gomez, City of Santa Ana 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *Pg. Date Recorded: October 4, 2018 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none") None *Attachments: ❑None ❑Location Map ❑Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record ❑Archaeological Record DDistrict Record ❑Linear Feature Record ❑Milling Station Record DRock Art Record DArtifact Record CI Photograph Record D Other (list) DPR 523A (1195) EXHIBIT B2 *Required information 25A-198 State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHP Status Code 5S3 -rcesource Name or s: murey V. unuur nuu�v B1. Historic Name: Ridley C. Smith House B2. Common Name: Same B3. Original Use: Single-family Residence 134. Present Use: Single-family Residence *B5. Architectural Style: Neoclassical *B6. Construction History: (Construction date, alterations, and date of alterations): April 25, 1927. Constructed. $7,000. November 7, 1934. Chimney. $46. February 11, 1960. Interior alteration for Geo. Bradley. $2,500. May 21, 1947. Add to resdience 12x15 by Geo. Bradley. $2000. July 20, 1971. 2"d Story addition (bedroom and closet) for D. Dincock $3,350. December 12, 1988. Reroof. July 11, 2007. Reroof front entryporch only. $900. October 16, 2016. Addition to downstairs area to create great room, create a balcony access from master bedroom second floor, relocate existing half bathroom on the first Floor. $80,000. January 23, 2017. Reroof original house & detatched garage. $5,000. *B7. Moved? WNo OYes OUnknown Date: Original location: *B6. Related Features: None. B9a. Architect: Unknown b. Builder: Unknown *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1937 Property Type: Single-family Residence Applicable Criteria: C/3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Ridley C. Smith House is architecturally significant as a characteristic example of the Neoclassical style. This house was originally constructed in 1927, and was valued at approximately $7,000, according to the original building permit. The first recorded occupants are Ridley C. and Jessie M. Smith. Bora in Texas, Ridley C. Smith attended grammar school in Santa Ana, graduated from Santa Ana High School and graduated from the University of Southern California (1922) from the College of Law. The same year he was admitted to The State Bar of California. In 1925, Ridley C. Smith returned to Santa Ana to manage a large wholesale dairy products plant, which he managed for several years. In 1932, he returned to his law practice with offices in the Bank of America Building and in 1935 he was elected to the School Board of Education of the Santa Ana High School District. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sketch Map Sanborn Maps (See Continuation Sheet 3 of 3.) t 1313. Remarks: *1314. Evaluator: Caroline Raftery, Chattel Inc. 1 I ab i *Date of Evaluation: October 4, 2018 (This space reserved for official comments.) 112 I* 36 O Ridley C. Smith House 2038 North Ross Street N./. Co. I. JLNUL N0. 1 788 so 18 l a 18 Mar DPR 523B (1195) 25A-199 *Required information *1310. Significance (continued): Ridley C. Smith was an active member of the Santa Ana community, specifically as a member of the First Presbyterian Church, President of the Y.M.C.A. Toast Masters Club, member of the Orange County Bar Association and as an Exalted Ruler of the Santa Ana Elks Lodge, which meant he was amongst the highest members that governed the Elks Lodge. In 1942, the house was sold to George E. and Elms M. Bradley. Mr. Bradley was originally from Waterloo, Iowa, and was also an attorney with offices in the Spurgeon Building. He married Elma M. McBridge (maiden name) in 1934. Elmawas also an Exalted Ruler of the Santa Ana Elks Lodge. The home was subsequently sold in 1970 to Desmund R. Pincock, who was the recorded owner up until 1975. The Ridley C. Smith is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of orange, avocado, and walnut trees and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897-1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353-356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange County Register, September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s and Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco styled Old Santa Ana City Hall, the EI Toro Marine Base during World War ll, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped to create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881-1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post World War 11 years, Floral Park continued its development as numerous, smaller, single-family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2018) Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Ridley C. Smith House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its representation of the distinguishing characteristics of the Neoclassical style. Additionally, the house has been categorized as "Key" because it "has a distinctive architectural style and quality" representing the Neoclassical style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the Ridley C. Smith House include, but may not be limited to: symmetrical facade, materials and finishes (wood siding and simple square columns); roof configuration, materials, and treatment; massing and composition (full-fagade entry porch); fenestration (multi -pane hung windows where extant); and architectural detailing (Chinese Chippendale roof -line railings). *B12. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestrycom Operations Inc, 2000. Ancestrycom. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestrycom Operations Inc, 2002. Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. 'How to Complete the National Register Registration Form." Washington DC: National Register Newspapers.com (Santa Ana Register) Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources."Sacramento: March 1995. Whitten, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Santa Ana and Orange County Directories, 1920-1979. Year: 1930, Census Place: Santa Ana, Orange, California; Page: 6B; Enumeration District., 0080; FHL microfilm: 2339917 25A-200 Exhibit C Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with 25A-201 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. 25A-202 500' RADIUS HRC 2017-57/ HRCA 2017-58/ HPPA 2017-61 2038 NORTH ROSS STREET RIDLEY C. SMITH HOUSE PLANNING AND BUILDING AGENCY EXHIBIT C 25A-203 This page left blank intentionally. 25A-204 REQUEST FOR Historic Resources Commission Action HISTORIC RESOURCES COMMISSION MEETING DATE OCTOBER 4, 2018 TITLE: 6 HISTORIC RESOURCES COMMISS❑N SECRETARY HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2018-01 (MILLS ACT) FOR THE PROPERTY LOCATED AT 1110 SOUTH PARTON STREET {STRATEGIC PLAN NOS. 5,2; 5,3) Prepared by Pedro Gomez APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Planning Mana r RECOMMENDED ACTION Recommend that the City Council authorize the City Manager and Clerk of the Council to execute a Historic Property Preservation Agreement (Mills Act) with Glenn C. and Robin L. Garvin for the property located at 1110 South Parton Street, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 1). Request of Applicant Glenn C. and Robin L. Garvin are requesting approval to execute a Mills Act agreement with the City of Santa Ana at an existing residence located at 1110 South Parton Street that is currently listed on the Santa Ana Register of Historical Properties. Project Location and Site Description The subject property, known as the Friend House, consists of an existing one-story Craftsman Bungalow style residence that is approximately 1,475 square feet in size with a detached garage on a 6,792 -square -foot residential lot (Exhibit 2). The home was added to the Santa Ana Register of Historical Properties in 2003 and categorized as "Contributive." Analysis of the Issues Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 1). The property is listed on the Santa Ana Register of Historical Properties and categorized as Contributive, making it eligible for a Mills Act agreement. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: EXHIBIT B9 25A-205 HPPA No. 2018-01 October 4, 2018 Page 2 • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property In 2003, the Historic Resources Commission adopted Resolution No. 2004-03 approving Historic Resources Commission Application No. 2003-68 and Historic Register Categorization No. 2003- 70 to place the Friend House on the historical register and within the Contributive category. The Friend House was determined to be architecturally significant as one of the few examples of the Craftsman architectural style in the Wilshire Square neighborhood and as one of the oldest, if not the oldest, homes in the neighborhood. The Friend House qualified for listing under Criterion 1, as a building with the "distinguishing characteristics of an architectural style or period." Additionally, the house was categorized as "Contributive" because it "contributes to the overall character and history" of Wilshire Square and "is a good example of period architecture." At the time, the property owner did not express a desire to enter into a Historic Property Preservation Agreement (Mills Act) with the City. Furthermore, the property was sold four separate times between 2015 and 2018. The property was acquired by the previous owner, Gabriela Esqueda, on June 6, 2017. Ms. Esqueda expressed a desire to improve the property and requested approval to execute a Mills Act agreement with the City of Santa Ana. However, Ms. Esqueda sold the property to Mr. and Mrs. Garvin in August 2018. Mr. and Mrs. Garvin are now requested approval to execute a Mills Act agreement with the City. The property has no identified unauthorized modifications. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended action is exempt from further review under Section 15331, Class 31, as this action is designed to preserve a historic resource. Categorical Exemption No. ER -2018-81 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Pedro Gomez Assistant Planner I PG:sb S1HM2018\104-1811110 S. Parton Street (Friend House)11110 S. Parton Street—Staff Report 25A-206 HPPA No. 2018-01 October 4, 2018 Page 3 Exhibits 1 - Mills Act Agreement 2 - 500' Radius Map 25A-207 This page left blank intentionally. 25A-208 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ("Agreement") is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), and Glenn C. and Robin L. Garvin, (hereinafter collectively referred to as "Owner"), owners of real property located at 1110 South Parton Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act") to enter into contracts with owners of qualified historical.properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 1110 South Parton Street, Santa Ana, CA, 92706 and more particularly described in Exhibit A, attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties, pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code and pursuant to Resolution No. 2004-03, approving Historic Resources Commission Application No. 2003-68 and Historic Register Categorization No. 2003-70. D. City and Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are EXHIBIT 1 25A-209 appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. E. Owner and City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. This Agreement shall be effective and commence on October 17, 2018, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - 25A -210 defining features described in the "Historical Property Description" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owner shall continually maintain the Historic Property in the same or better condition. C. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: demolition of the Historic Property or destruction of character -defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owner's compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owner hereby agrees to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owner have breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner have failed to restore or rehabilitate the property in the 25A-211 manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 %2) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. hi lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owner, the City shall give written notice to Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owner), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owner or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owner if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. Owner hereby subjects the Historic Property, located at 1110 South Parton Street, Assessor Parcel Number, 013-092-17, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions, and restrictions as set forth in this Agreement. 25A-212 b. City and Owner hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Owner's successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, conditions and restrictions are set forth in such contract, deed, or other instrument. 8. No Compensation. Owner shall not receive any payment from City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to Owner as a result of the effect upon the assessed value of the Property on the account of the restrictions on the use and preservation of the Property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Clerk of the Council Owners: Glenn C. and Robin L. Garvin 1110 South Parton Street Santa Ana, CA 92707 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. Owner agrees to and shall indemnify and hold City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. Owner hereby agrees to and shall defend City and its elected and appointed officials, officers, agents, and employees with respect 25A-213 to any and all actions for damages caused by, or alleged to have been caused by, reason of Owners' activities in connection with the Historic Property. C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the agreements, rights, covenants, conditions, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California, with venue in Orange County. 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 13. Effective Date This Agreement shall be effective on the day and year first written above (Signature page follows) 25A-214 ATTEST: MARIA D. HUIZAR Clerk of the Council OWNER Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney CITY OF SANTA ANA RAUL GODWEZ II City Manager BY: GLENN C. GARVIN By: ROBIN L. GARVIN RECOMMENDED FOR APPROVAL: Executive Director Planning and Building Agency 25A-215 EXHIBIT A LEGAL DESCRIPTION LOT 3 AND THE NORTH 5 FEET OF LOT 4 IN BLOCK "A" OF TRACT NO. 869, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 26, PAGE 29 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER. Assessor's Parcel Number: 013-092-17 25A-216 EXECUTIVE SUMMARY FRIEND HOUSE 1110 South Parton Street Santa Ana, CA 92707 NAME Friend House REF. NO. ADDRESS 1110 South Parton Street CITY Santa Ana ZIP 1 92707 ORANGE COUNTY YEAR BUILT Circa 1922 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD I Wilshire Square NATIONAL REGISTER CRITERIA FOR EVALUATION C NATIONAL REGISTER STATUS CODE SSl Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Bungalow/Craftsman Closely related to the English Arts and Crafts Movement, American Craftsman architecture was popularized by The Craftsman magazine and architects such as Charles and Henry Greene of Pasadena. It drew from the wood building traditions of Japan and Switzerland as well as the medieval themes favored by the Arts and Crafts philosophers. Craftsman architecture stressed honesty of form, materials, and workmanship, eschewing applied decoration in favor of the straightforward expression of structure. A new appreciation of nature was evident in horizontal lines that reached out to embrace the landscape and the incorporation of capacious porches into building plans. Primarily a residential style, Craftsman architecture can be identified by low pitched gable and hipped roofs with exposed rafters and beams in deep overhangs; wood lap or shingle siding and an occasional use of stucco; extensive use of stone or brick as a secondary material; horizontal emphasis apparent in roof lines, headers, and battered porch supports; and broadly proportioned wood framed windows, often clustered in bands. Craftsman homes were built from circa 1902 until the early 1920s. SUMMARY/CONCLUSION: The Friend House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, as a building with the "distinguishing characteristics of an architectural style or period." Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Wilshire Square and "is a good example of period architecture" as one of the few examples of the Craftsman style in the neighborhood (Municipal Code Section 30-2.2)." EXPLANATION OF CODES: • National Register Criteria for Evaluation: (From Appendix 7 of Instructions for Recording Historical Resources, Office of Historic Preservation) C: that embody the distinctive characteristics of a type, period, or method of construction, or that represent the work of a master, or that possess high artistic values, or that represent a significant and distinguishable entity whose components may lack individual distinction. National Register Status Code: (From Appendix 2 of Instructions for Recording Historical Resources, Office of Historic Preservation) 5S1 Is separately listed or designated under an existing local ordinance, or is eligible for such listing or designation. EXHIBIT Bl 25A-217 State of California—The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomi NRHP Status Other Listings Review Code Reviewer Resource name(s) or number (assioned by recorder) F P1. Other Identifier: •P2. Location: ❑Not for Publication ■Unrestricted "a. County Orange County 'b. USGS 7.5' Quad Tustin TCA 2555 Date: 'c. Address 1110 South Parton Street City Santa Ana Zip 92707 'e. Other Locational Data: Assessor's Parcel Number., 013-092-17; TR 869 Lot: 3 Block: A(and N 5FT Lot: 4 Block., A •P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) A front gable spans the entire fagade of this one-story Craftsman bungalow. The bargeboard is supported by carved brackets and punctuated by purlins. Rafters are visible in the overhanging eaves along the side elevations. Three louvered attic vents, arranged in a Palladian configuration, are centered beneath the peak of the gable. Occupying the south half of the fagade, a recessed porch is outlined by a segmental arch that is cut into the clapboard cladding of the building. A stick porch railing connects a clapboard pedestal next to the central entry stairs and a brick pier at the corner. Spanned by a multi - light transom, a tripartite window overlooks the porch space. A single double -hung sash, sixteen -over -one, is located on the north half of the fagade. The porch treatment, brick foundation, and attic vents suggest that modifications were made to the house in the 1920s and 1930s, perhaps when building permits for unspecified alterations were obtained in 1925 and 1935. In the rear of the property, a one-story, front -gabled garage retains a vertical slat vent that is probably echoes the original treatment of the attic vents on the house. Otherwise unaltered, the house is in good condition. '133b. Resource Attributes: (list attributes and codes) HP2. Single-family Property 'P4. Resources Present: ■Building ❑Structure []Object ❑Site ❑District []Element of District ❑Other 'P11. Report Citation: (Cite survey report and other sources, or enter "none') None. P5b. Photo: (view and date) East elevation September 2003 'P6. Date Constructed/Age and Sources: ■historic Circa 1922/Source: Orange County and Santa Ana City Directories •P7. Owner and Address: Louis A. Silva 1110 South Parton Santa Ana, CA 92707-1132 `P8. Recorded by: Leslie J. Neumann SAIC 35 S. Raymond Ave. # 204 Pasadena, CA 91105 •P9. Date Recorded: October 1, 2003 •P10. Survey Type: Intensive Survey "Attachments: ONone ❑Location Map ❑Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record ❑Archaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record []Rock Art Record OArtifact Record ❑Photograph Record ❑ Other (list) DPR 523A (1195) `Required information EXHIBIT B2 25A-218 State of California—The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 4 *NRHP Status Code 5S1 *Resource Name or #: Friend House B1. Historic Name: Friend House B2. Common Name: Same B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *B5. Architectural Style: Bungalow/Craftsman *136. Construction History: (Construction date, alterations, and date of alterations): Constructed circa 1922. March 21, 1925. Alterations. December 19, 1935. Alterations. February 14, 1936. Reroof. November 5, 1951. Reroof. January 6, 1992. Reroof with tear off. *B7. Moved? ■No DYes OUnknown Date: Original Location: *B8. Related Features: Garage. B9a. Architect: Unknown b. Builder: Unknown *810. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1920-1954 Property Type: Single-family Residence Applicable Criteria: C (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The Friend House is architecturally significant as one of the few examples of the Craftsman style in the Wilshire Square neighborhood. It is also historically notable as one of the oldest, if not the oldest homes in the neighborhood. According to research conducted by the Wilshire Square Neighborhood Association, the house was built in 1915. However, city directory listings for the property, apparently originally addressed as 620 Fairview, first appeared in 1923. Marcus and Anna Friend were the owners and residents. Mr. Friend was a grocer, initially working for F. J. Hershiserin the Grand Central Market and then beginning in 1926, as a partner in the Friendale Self Service Grocers, also located in Grand Central Market. (See Continuation Sheet 3 of 4.) 611. Additional Resource Attributes: (List attributes and *1312. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 4 of 4.) B13. Remarks: *1314. Evaluator: Leslie J. Neumann *Date of Evaluation: October 1, 2003 (This space reserved for official comments.) DPR 5238 (1195) Sketch Map coo• meer� o � _ roe t o O t7 O O ©ei e0 O O O G 0 O O @ O O p p +mer. na�i�o .. rn`-een g n Friend House 1110 South Parton Street 25A-219 *Required information State of California—The Resources Agency Primary # I DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET -trinomial Page 3 of 4 Resource Name or # (Assigned by recorder) Friend House 'Recorded by Leslie J. Neumann, SAIC *Date October 1, 2003 IHI Continuation ❑ Update 'B10. Significance (continued): Santa Ana was founded by WI iam Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods initially developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Friend House is located in Wilshire Square, a neighborhood located south of the city center and bounded by West McFadden Avenue on the north, West Edinger Avenue on the south, South Main Street on the east, and South Flower Street on the west. This area remained agricultural in use into the early twentieth century, the landscape dotted with walnut and orange groves. The 1912 plat map of Santa Ana showed South Main Street and Fairview Avenue (now McFadden Avenue) as the only streets in the area, with the majority of the property held by a few landowners: N. Palmer, H. K. Hanson, O'Brien, and Lewis. Development of Wilshire Square began circa 1923, when newspaper advertisements for newly subdivided lots costing between $635.00 and $1,875. 00 boasted "five foot sidewalks, curbs, electricity, gas, sewer, city water and ornamental trees" (Santa Ana Register. April 12, 1923). By 1923, all of Flower, Gamsey, Van Ness, Ross, and Borchard and portions of the remaining streets had been laid out. Lathrop Junior High School, designed by architect Frederick Eley in 1921 (demolished circa 1970), was constructed on the southwest comer of Fairview and Main and became an anchor of the neighborhood. In 1925, over 65 homes had been built in Wilshire Square, according to a count of addresses listed in the city directories. A 1927 map indicated that the area was zoned for single-family residences, except the east side of Sycamore, which was set aside for "courts and apartments," apparently as a buffer for the "neighborhood business" zone on South Main Street. By 1930, maps of the City showed that, with the exception of a gap between Borchard and Edinger Avenues on Birch, Broadway, and Sycamore, all the streets in Wilshire Square were in place. Mapped by the Sanborn Company between 1931 and 1940, the neighborhood was substantially developed prior to the beginning of World War Il. Built in three phases, Wilshire Square primarily showcases the revival architectural styles popular during the first phase, circa 1923 to 1931, when 326 homes were built., variations of the Tudor Revival, the Spanish Colonial Revival, and the Colonial Revival. A handful of Craftsman bungalows completed the picture. A second phase, from 1935 to 1942, marked the recovery from the Great Depression and the war preparation years, and resulted in another 171 homes. The post World War II building boom added 91 homes, many in the newly popular California Ranch style. Enhanced by the canopies of mature trees that line many of the streets, Wilshire Square developed as a middle class neighborhood of white and blue collar workers. Homes were both owner and speculator built, and, regardless of style, are unified by their one-story height, scale, common setbacks, and the placement of detached garages in the rear of each property. Retaining these qualities today (2003), the neighborhood was recognized for excellence in urban design by the Orange County Chapter of the American Institute of Architects in 1997. The Friend House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, as a building with the "distinguishing characteristics of an architectural style or period." As an example of a Craftsman bungalow, the house showcases the gable roof with overhanging eaves, front porch, wood cladding, and tripartite window that were often associated with style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history' of Wilshire Square and "is a good example of period architecture" as one of the few examples of the Craftsman style in the neighborhood. Character defining exterior features of the Friend House that should be preserved include, but may not be limited to: materials and finishes (wood, clapboard); roof configuration and treatment,, massing and composition; original doors and windows; porch; garage; and architectural detailing (porch supports, brackets window surrounds). DPR 523L 25A-220 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 4 of 4 Resource Name or # (Assigned by recorder) Friend House 'Recorded by Leslie J. Neumann, SAIC `Date October 1, 2003 0 Continuation ❑ Update 'B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC., National Register Branch, National Park Service, US Dept of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995. Historic maps in the collection of the History Room of the Santa Ana Public Library. Santa Ana and Orange County Directories, 1905-1931. Santa Ana Register April 12, 1923. "Vintage Santa Ana Right On Track." The Register. January 13, 1990. "Neighbors Gear Up For Big Project." Los Angeles Times. August 6, 1992. "Neighborliness Lives On Wilshire Square's Streets." Los Angeles Times. October 5, 1996. "Wilshire Square—A Profile in Pride of Ownership." City Line. July/August 2001. Wilshire Square Neighborhood Association, Home Tour Brochures, 1989-1994. www.wilshiresquare.com www.geocities.comlHeartlandl33831aia.htm DPR 523L 25A-221 Exhibit C Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with 25A-222 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. 25A-223 HPPA 2018-1 1110 SOUTH PARTON STREET FRIEND HOUSE PLANNING AND BUILDING AGENCY EXHIBIT 3 25A-224 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: APPROVE INTERAGENCY AGREEMENT WITH ORANGE COUNTY FIRE AUTHORITY TO PROVIDE FLEET MAINTENANCE AND REPAIR SERVICES {STRATEGIC PLAN NO. 6,2) CIT AGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an Inter -agency agreement with the Orange County Fire Authority to provide fleet maintenance and repair services in an amount not to exceed $50,000 in revenue, for an initial six-month term beginning November 1, 2018 through April 30, 2019, with a provision for a six-month extension exercisable by the City Manager, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION In February 2012, City Council approved an agreement with the Orange County Fire Authority (OCFA) for fire and emergency medical services. As part of the agreement OCFA assumed responsibility for maintenance, repair and replacement of all previously owned City Fire Department vehicles. Prior to the City's agreement with OCFA, Finance and Management Services Agency Fleet Division (Fleet) was responsible in maintaining the City's Fire Department vehicles. Recently, OCFA approached the Fleet Division to identify maintenance and repair services the City of Santa Ana could provide to assist OCFA in adequately maintaining vehicles that are assigned to Santa Ana. Additionally, OCFA has requested the Fleet Division to determine if the opportunity exists to potentially service other non -Santa Ana Fire Department vehicles. Prior to meeting with OCFA, City staff analyzed its existing resources and determined it currently maintains sufficient staff to provide maintenance and repair services for OCFA. Implementation of this agreement will not affect the Division's primary duties of providing high quality services to the existing City departments. Furthermore, Fleet Services staff has prior experience working on fire apparatus. In addition, the Corporate Yard Fleet building is designed to service large fire vehicles. As a result, the Fleet division will be able to service OCFA without hiring additional staff or require any additional funding for facility upgrades. 2513-1 Agreement with OCFA to provide Fleet Maintenance Services October 16, 2018 Page 2 Staff is proposing to start the new partnership as a six to twelve month "pilot project" for a total amount not to exceed of $50,000 payable to the City. This pilot project will consist of approximately 60 preventive maintenance service calls utilizing about 380 hours of staff time. The timeframe will provide both parties the opportunity to review and analyze the pilot program and determine if there is a desire to expand the agreement for a longer time period and/or for additional vehicles (non -City of Santa Ana fire equipment). STRATEGIC PLAN ALIGNMENT Approval of this item assists the City's effort to meet Goal #6 Community Facilities & Infrastructure, Objective #2, (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Revenue received from OCFA will not exceed $50,000 and will be deposited into the Fleet Services Miscellaneous Service Charge revenue account (acct no 07510002 53902). Anticipated revenue will be $40,000 in FY 2018-19 and $10,000 in FY 2019-20. APPROVED S TO FUNDS AND ACCOUNT: Sergio Vidal 0o Acting Executive Director Finance and Management Services Agency CL/fg Exhibit: 1. Agreement 25B-2 INTERAGENCY FLEET MAINTENANCE AND REPAIR SERVICES AGREEMENT THIS INTERAGENCY FLEET MAINTENANCE AND REPAIR SERVICES AGREEMENT ("Agreement"), is entered into this day of 2018 ("Effective Date"), by and between the ORANGE COUNTY FIRE AUTHORITY, a California joint powers authority ("OCFA") and the City of Santa Ana, a municipal corporation and California charter city ("City"). OCFA and City are sometimes referred to herein individually as a "Party" or collectively as the "Parties." RECITALS WHEREAS, City has the capacity to provide labor, materials, tools, equipment, and supervision necessary to provide as -needed maintenance and repair services to OCFA's Heavy Duty and Light Duty vehicles and apparatus ("Maintenance and Repair Services"); and WHEREAS, OCFA desires to obtain such as -needed Maintenance and Repair Services from City; and NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions hereinafter set forth, the Parties agree as follows: 1. Scope of Work. City shall perform all services described in the Scope of Work, attached hereto as Exhibit A and incorporated herein by reference on an as -needed basis at the City's Fleet Maintenance Facility, located at 215 S. Center Street, Santa Ana, CA 92703. In the event of a conflict of provisions between the Scope of Work and this Agreement, this Agreement shall prevail. 2. Term and Termination. This Agreement shall commence upon the date stated above and continue for an initial period of six (6) months with an option to extend for an additional six (6) month period exercisable by mutual agreement of both Parties by a written notice of extension executed by the City Manager and the OCFA Purchasing Manager, and communicated to the other Party in accordance with Section 5. This Agreement may be terminated by either Party, with or without cause, upon giving the non - terminating Party thirty (30) days' written notice. 3. Compensation. For services rendered, OCFA shall pay City in accordance with the rates and terms set forth in the pricing schedule, attached hereto as Exhibit B and incorporated herein by reference. Compensation from OCFA to City during the entire term of the Agreement shall not exceed $50,000. 1336297.1 25B-3 4. Indemnification/Insurance. A. Each party shall indemnify and save harmless the other party, and its officers, agents and employees from any and all losses, liability, damages, claims, suits, actions and administrative proceedings, and demands relating to acts or omissions of the indemnitor, its officers, agents or employees arising out of or incidental to the performance of any of the provisions of this Agreement. Neither party assumes liability for the acts or omissions of persons other than each party's respective officers, agents or employees. In the event judgement is entered against both parties because of joint or concurrent negligence of both parties, or their officers, agents or employees, arising out of the performance of this Agreement, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction and neither party shall be entitled to a jury apportionment. B. City shall not be responsible for damages for loss of use or incidental, special or consequential damages arising out of or in connection with services provided by City pursuant to this Agreement. C. Each Party shall maintain adequate levels of insurance/self-insurance to assure full indemnification of the other Party. Self-insured retentions must be declared to and approved by the other Party D. Each Party shall provide certificates of insurance naming the other Party as Additional Insureds. Each Party shall cover their own respective employees with Workers' Compensation insurance, along with a waiver of subrogation. 5. Notice. Any notice, demand, request, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. Notices to be delivered to OCFA shall be directed to: Orange County Fire Authority 1 Fire Authority Road Irvine, CA 92602-0125 Attention: Debbie Casper Phone: (714) 573-6641 Email: debbiecasper(o)ocfa.org Notices to be delivered to CITY shall be directed to: Clerk of the City Council City of Santa Ana 1336297.1 25B-4 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director of Finance and Management Services City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, CA 92702 Fax: 714-647-5414 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 SCarvalho@santa-ana.org Either Party may change the address to which subsequent notice and/or other communications can be sent by giving written notice designating a change of address to the other Party, which shall be effective upon receipt. 6. Status of City. City shall be wholly responsible for the manner in which it performs the Maintenance and Repair Services required of it by the terms of this Agreement. City is entirely responsible for compensating staff and consultants employed by City. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between City and OCFA or any of City's employees, agents, or subcontractors. City assumes exclusively the responsibility for the acts of its employees, agents, or subcontractors as they relate to the Maintenance and Repair Services to be provided during the course and scope of their employment. City, its employees, agents, or subcontractors shall not be entitled to any rights or privileges of OCFA employees and shall not be considered in any manner to be OCFA employees. Neither OCFA nor any of its officials, officers, employees or agents shall have any control over the manner, mode or means by which City performs the Maintenance and Repair Services contemplated herein. City shall perform all such services as an independent 1336297.1 25B-5 3 contractor of OCFA and shall remain at all times as to OCFA a wholly independent contractor with only such obligations as are consistent with that role 7. California Law and Choice of Venue. This Agreement shall be construed and interpreted both as to the validity and as to the performance of the Parties in accordance with the laws of the State of California. Legal actions conceming any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such County. 8. Independent Contractor. Each Party shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the other Party. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow OCFA to exercise discretion or control over the professional manner in which the City performs the services which are the subject matter of this Agreement; however, the services to be provided by City shall be provided in a manner consistent with all applicable standards and regulations governing such services. Each Party shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to their respective employees and shall be responsible for all applicable withholding taxes for their own employees. 9. Conflict Of Interest Clause. Each Party 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. 10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and may not be modified except in writing signed by both Parties hereto. 11. Corporate Authority. 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. 1336297.1 [Signatures on Following Page] 4 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the date(s) indicated below. Date: Date: $'OCFA$' ORANGE COUNTY FIRE AUTHORITY By: Debbie Casper, C.P.M., CPPB Purchasing & Materials Manager CITY CITY OF SANTA ANA Raul Godinez, II City Manager ATTEST: Maria D. Huizar City Clerk 1336297.1 25B-7 61 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Executive Director of Finance and Mana ement Services Agency 1336297.1 25B-7 61 EXHIBIT A SCOPE OF WORK Purpose: City of Santa Ana (City) shall provide all labor, materials, tools, equipment, and supervision necessary to provide as -needed maintenance and repair services to Orange County Fire Authority (OCFA) Heavy Duty and Light Duty vehicles and apparatus. The work in general is to trouble shoot, diagnose, tune-up, service and repair Heavy Duty and Light Duty vehicles and apparatus (services). Services shall be provided on an as -needed basis as required by the OCFA Fleet Services department. Scope of Work: On an as -needed, as requested basis, City shall perform preventative maintenance (PM) services that include, but are not limited to, PM levels A & B, for heavy and light duty vehicles and apparatus. OCFA Fleet Services to provide PM Check List (See Exhibits 1-4). As -needed miscellaneous diagnosis and repairs may include, but are not limited to, work on: discharge valves, electrical, charging system, oil leaks, coolant system, air system, tire repair, seat belt alarm, open compartment warning, engine performance, brake system, and other repairs normal and customary for routine repair of heavy and light duty vehicles and apparatus. A list of OCFA vehicles that are currently assigned to locations within the City of Santa Ana is provided in Exhibit 5. This list is not intended to be all inclusive, OCFA reserves the right to add and delete vehicles on the list. Work shall not be sub -contracted without approval from the OCFA Fleet Services designated representative. Any approved subcontractor utilized for maintenance or repair work must be able to meet the OCFA's required qualifications, repair certificates, licenses, and insurance requirements. Service Requirements: a. City's facility shall comply with all Federal, State, and Local laws and regulations. b. Authorized representatives of the OCFA shall be permitted to inspect the facility on a periodic basis with advance notice to City. More frequent inspections shall be permitted with advance notice to the City if problems develop and remain unresolved. Persistent and/or unresolved performance or other issues may be grounds for termination of this agreement. c. All services provided under this Agreement shall comply with all applicable Federal, State, and Local regulations. d. Prior to the commencement of any work or repairs on OCFA equipment, City shall provide a written estimate to the OCFA Fleet Services authorized representative (Fleet Services Manager or Fleet Services Supervisor) for the requested or recommended repairs. Approval from a Fleet Services authorized representative must be obtained prior to work being performed and shall be based on the provided estimated cost. If additional work is required, approval from the OCFA Fleet Services designated representative must be obtained prior to work being completed. 1336297.1 r e. All items provided under this Agreement shall be new and original equipment manufacturer (OEM) line of replacement parts/components or approved aftermarket parts. All items provided under this Agreement shall be equivalent in function and workmanship to the parts originally supplied on the vehicle(s) unless superseded by the vehicle/equipment manufacturer. Rebuilt, remanufactured or other deviations or substitutions will not be allowed without advance written or verbal approval by the OCFA Fleet Services department. NOTE: OCFA reserves the right to supply any parts required to perform repairs. In the event that is done, City will not warranty any part provided by OCFA. f. All work shall be inspected by an authorized OCFA Fleet Services representative for proper completion and correction of the reported concerns. If it is determined that the concerns were not properly addressed or the quality of work is unacceptable, OCFA will contact the City and provide an explanation of what work was unacceptable. If City agrees the work was unacceptable, City will re -do work at City's expense. If City does not agree that the work performed was unacceptable, the Parties will negotiate a resolution that is mutually agreeable to the Parties. Written Estimates: Prior to any repairs being performed, City shall prepare a detailed and itemized written estimate. This estimate shall provide an estimate of the cost and time for recommended work. The estimate will include a complete list of parts to be supplied, labor (hours and rate) and any miscellaneous charges (with explanation) and tax. City will also advise of the estimated downtime before beginning any repairs. Estimate must reference the vehicle unit number and radio identifier. City shall provide a revised estimate if additional work is found during the course of repair and not included in original estimate. The OCFA Fleet Services designated representative must inspect (at the OCFA's option) and approve or reject the additional repairs. The City will not perform the repair until estimates and revised estimates have been authorized by the OCFA Fleet Services designated representative via phone call or e-mail. OCFA will not be responsible for the costs associated with any unauthorized repairs. Warranty: City shall warrant all vehicle repaired/rebuilt replacement parts and labor furnished under the terms of this Agreement, against failure and poor workmanship. City will not warrant nor pay labor costs associated with replacement of parts whose failure is unrelated to the installation of the part by the City (i.e. the part itself fails) or if the part is provided by OCFA for installation by the City. Responsibility: The City shall be responsible for any and all loss or damage to the OCFA's vehicles/apparatus caused by the negligence or intentional act of City's employees, volunteers, interns, or officials while they are in the City's possession, commencing at time of receipt of vehicle and ending with the examination and acceptance of the vehicle by the OCFA's Fleet Services representative. Liability shall include but not be limited to loss or damage from fire, theft, handling, loss in transit, overnight storage, etc. OCFA shall, at all times, update and maintain insurance on all of its vehicles and equipment 1336297.1 25B-9 7 EXHIBIT B PRICING SCHEDULE Compensation: This is a firm fixed price Contract between the Orange County Fire Authority and the City of Santa Ana (City) for as -needed maintenance and repair services to OCFA Heavy Duty and Light Duty vehicles and apparatus, as set forth in Exhibit A - Scope of Work. The City agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing, labor, and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the City of all its duties and obligations hereunder. The City shall only be compensated as set forth herein below for work performed in accordance with the Scope of Work. Fees and Charges: Payment shall be made in accordance with the provisions of this Agreement. A. Hourly Labor Rate: The prices stated below shall include all cost associated with the service specified including: shop materials, supervision, labor, transportation, delivery, etc. Scheduled Maintenance & repairs performed on-site at Citys facility: 1. Heavy Apparatus Labor rate: $ 115 per hour 2. Light Duty (less than 10,000 GVW): $ 90 per hour Unscheduled Maintenance & repairs performed off-sil working hours (6:30 a.m. to 4:00 p.m., Monday — Thursday 1. Heavy Apparatus Labor rate: $ 135 per hour 2. Light Duty (less than 10,000 GVW): $ 110 per hour Unscheduled Maintenance & Repairs performed off-site during off hours (Monday — Thursday 4:01 p.m. to 6:29 a.m.: Friday, Saturday, Sunday) 3 — Hour minimum 1. Heavy Apparatus Labor rate: $ 155 per hour 2. Light Duty (less than 10,000 GVW): $ 130 per hour B. Materials Costs: Parts purchased by the City for repair of the equipment shall be charged the City's actual cost of the parts (including all applicable taxes) plus the percentage stated below: 1. City Cost + 20 % 1336297.1 25B-10 0 City must submit their cost invoices for parts along with billings to OCFA for payment processing. This requirement is MANDATORY. OCFA shall not process payments for parts without City's cost invoices for parts. NOTE: OCFA reserves the right to supply any parts required to perform repairs. C. Flat Rate Services: A fixed rate shall be paid for the following services: 1. Preventative Maintenance "A" Service for: a. Light Duty vehicles (less than 10,000 GVW): (Exhibit 1) b. Heavy Apparatus: (Exhibit 2) 2. Preventative Maintenance "B" Service for: a. Light Duty vehicles (less than 10,000 GVW): (Exhibit 3) b. Heavy Apparatus: (Exhibit 4) 3. Pump Testing: a. Acceptance Test per NFPA Requirements b. Annual Test per NFPA Requirements 4. Opacity Testing: $ 270 pereach $_575 per each $ 540 pereach $ 1,035 per each $ N/A per test $ 500 per test $ 125 per test Usage: No guarantee is given by the Orange County Fire Authority to the City regarding usage pursuant to this Agreement. The City agrees to supply services as needed by the OCFA, at prices listed in the Agreement, regardless of quantity requested. Orders may be placed pursuant to this Agreement at the convenience of the OCFA Fleet Services department. Price Changes: Agreement pricing shall remain fixed for the initial term of the Agreement. Price changes after the first Term of the Agreement shall be negotiated, but shall not exceed three (3%) percent per year or the percentage increase in the U.S. Department of Labor Consumer Price Index (CPI -U) for All Urban Consumers, SERVICES in the Los Angeles -Riverside -Orange County, CA Area, whichever is lower. The price adjustment rate will be determined by comparing the percentage difference between the CPI in effect for the base year six month average (January through June 2018; and each January through June six month average) thereafter. City must request price adjustments, in writing, 30 days prior to the renewal date. If City fails to request a CPI price adjustment 30 days prior to the adjustment date, the adjustment will be effective 1336297.1 25B-11 30 days after the OCFA receives their written request. No retroactive Agreement price adjustments will be allowed. Payment Terms: Invoices are to be submitted in arrears, after services have been completed. Payment will be net 30 days after receipt of an invoice in a format acceptable to the Orange County Fire Authority. Invoices shall be verified and approved by the OCFA Fleet Services department and subject to routine processing requirements. The responsibility for providing an acceptable invoice to the OCFA for payment rests with the City. Incomplete or incorrect invoices are not acceptable and will be returned to the City for correction. Invoicing Instructions: The City will provide an invoice on the City's letterhead. Each invoice will have a unique number and will include the following information: A. City's name and address B. City's remittance address, if different from (a), above C. OCFA Blanket Order number D. Name of OCFA Fleet Services Designated Representative that authorized repair E. Service Date(s) F. Description of Services performed G. Vehicle Unit Number H. Radio Identifier I. Mileage J. City's Federal I.D. number K. Itemized Total 1336297.1 25B-12 Ii to] EXHIBIT 1 PREVENTATIVE MAINTENANCE "A" CHECK LIST FOR LIGHT DUTY VEHICLES PM/Inspection Service A — Light Duty Vehicles TASK 010 - PERFORM VEHICLE SAFETY INSPECTION TASK 020 -LUBE TASK 021 - R&R OIL / OIL FILTER TASK 040 - INSPECT BRAKES % REMAINING FRONT TASK 050 - INSPECT BRAKES % REMAINING REAR TASK 060 - INSPECT BRAKE FLUID / R&R AS NEEDED TASK 071 -INSPECT COOLANT/ R&R AS NEEDED TASK 091 - INSPECT AUTOMATIC TRANSMISSION FLUID LEVELS TASK 120 - INSPECT TRANSFER CASE FLUID LEVELS TASK 094 - INSPECT DIFFERENTIAL FLUID LEVELS TASK 110 - INSPECT POWER STEERING FLUID LEVELS TASK 130 - INSPECT CHARGING SYSTEM TASK 140 - BATTERIES -VEHICLE / LOAD TEST / SERVICE TASK 141 - BATTERIES -COMM / LOAD TEST / SERVICE TASK 160 - INSPECT CONDITION OF AIR FILTER TASK 150 - INSPECT ALL BELTS AND HOSES TASK 450 - INSPECT RADIATOR: CORE / HOSES / SEAL / FILTER / VALVE TASK 460 - INSPECT WATER PUMP TASK 600 - INSPECT TIRES -TREAD DEPTH / INFLATION / CONDITION TASK 601 - INSPECT / RESET TIRE PSI MONITORING SYSTEM IF APPLICABLE TASK 610 - ROTATE TIRES / CHECK PRESSURE TASK 670 - RESET SERVICE REMINDER TASK 331 - INSPECT DAYTIME RUNNING LIGHTS TASK 330 - INSPECT HEADLIGHTS TASK 332 - INSPECT TURN SIGNALS TASK 333 - INSPECT MARKER LIGHTS TASK 334 - INSPECT EMERGENCY FLASHERS TASK 335 - INSPECT TAIL LIGHTS TASK 336 - INSPECT BRAKE LIGHTS TASK 337 - INSPECT LICENCE PLATE LIGHTS TASK 338 - INSPECT CODE 3 LIGHTS TASK 339 - INSPECT INTERIOR LIGHTS/DIMMER TASK 290 - INSPECT SEAT BELTS/CONNECTIONS / ALARMS 1336297.1 25B-13 11 EXHIBIT 2 PREVENTATIVE MAINTENANCE "A" CHECK LIST FOR HEAVY APPARATUS PM/Inspection Service A — Heavy Apparatus TASK 010 - PERFORM VEHICLE SAFETY INSPECTION TASK 020 — LUBE TASK 021 - R&R OIL / OIL FILTER TASK 032 - R&R FUEL FILTER TASK 040 - INSPECT BRAKES % REMAINING FRONT TASK 050 - INSPECT BRAKES % REMAINING REAR TASK 060 - INSPECT BRAKE FLUID / R&R AS NEEDED TASK 051 - BRAKE: ADJUSTMENT TASK 053 - AIR BRAKE SYSTEM -ADJUSTMENT / COMPONENTS / CONDITIONS TASK 091 - INSPECT AUTOMATIC TRANSMISSION FLUID LEVELS TASK 110 - INSPECT POWER STEERING FLUID LEVELS TASK 120 - INSPECT TRANSFER CASE FLUID LEVELS TASK 094 - INSPECT DIFFERENTIAL FLUID LEVELS TASK 130 - INSPECT CHARGING SYSTEM TASK 140 - BATTERIES -VEHICLE / LOAD TEST / SERVICE TASK 141 - BATTERIES -COMM / LOAD TEST / SERVICE TASK 160 - INSPECT CONDITION OF AIR FILTER TASK 150 - INSPECT ALL BELTS AND HOSES TASK 450 - INSPECT RADIATOR: CORE / HOSES / SEAL / FILTER / VALVE TASK 460 - INSPECT WATER PUMP TASK 600 - INSPECT TIRES -TREAD DEPTH / INFLATION / CONDITION TASK 611 - CHECK TIRE PRESSURE TASK 331 - INSPECT DAYTIME RUNNING LIGHTS TASK 330 - INSPECT HEADLIGHTS TASK 332 - INSPECT TURN SIGNALS TASK 333 - INSPECT MARKER LIGHTS TASK 334 - INSPECT EMERGENCY FLASHERS TASK 335 - INSPECT TAIL LIGHTS TASK 336 - INSPECT BRAKE LIGHTS TASK 337 - INSPECT LICENCE PLATE LIGHTS TASK 338 - INSPECT CODE 3 LIGHTS TASK 339 - INSPECT INTERIOR LIGHTS/DIMMER TASK 340 - SEAT BELT/CONNECTORS/ALARMS TASK 350 - INSPECT CAB MOUNT: HINGES / LATCHES / HANDLES TASK 370 - INSPECT BODY BOLTS TASK 380 - INSPECT CAB DOOR: HINGES / LATCHES / HINGES 1336297.1 25B-14 12 PM/Inspection Service A— Heavy Apparatus (continued) TASK 390 - INSPECT HOOD: HINGES / LATCHES / ALIGNMENT TASK 400 - INSPECT CAB ACTUATING MECHANISM TASK 420 - INSPECT A/C MOUNT BOLTS TASK 440 - INSPECT POWER STEERING PUMP TASK 430 - INSPECT THROTTLE: CAT / CUMMINS TASK 450 - INSPECT RADIATOR: CORE / HOSES / SEAL / FILTER / VALVE TASK 460 - INSPECT WATER PUMP TASK 470 - INSPECT FAN HUB BEARINGS TASK 510 - INSPECT MUFFLER/ PIPES TASK 520 - INSPECT AIR INTAKE SYSTEM / SPARK ARRESTER TASK 530 - INSPECT FRONT SUSPENSION TASK 540 - INSPECT REAR SUSPENSION TASK 550 - INSPECT PTO TASK 590 - DRIVE SHAFT / UNIVERSAL JOINTS / GUARDS TASK 641 - INSPECT PUMP SHIFT / ELECTRICAL / AIR MANUAL TASK 650 - INSPECT PLUMBING / COUPLINGS TASK 651 - INSPECT TRANSFER VALVE TASK 652 - INSPECT RELIEF VALVE TASK 653 - INSPECT INNER COOLER TASK 654 - INSPECT RADIATOR FILL VALVE TASK 656 - INSPECT SUCTION SCREENS TASK 657 - INSPECT DISCHARGE GAUGES TASK 658 - INSPECT PRIMER PUMP TASK 659 - INSPECT HAND THROTTLE TASK 660 - INSPECT PUMP PANEL TASK 661 - INSPECT WATER TANK TASK 071 - INSPECT COOLANT / R&R AS NEEDED TASK 662 - INSPECT PUMP TASK 092 - INSPECT REAR DIFFERENTIAL FLUID / R&R AS NEEDED TASK 093 - INSPECT FRONT DIFFERENTIAL FLUID / R&R AS NEEDED TASK 121 - INSPECT TRANSFER CASE FLUID / R&R AS NEEDED TASK 221 - INSPECT HYDRAULIC FILTER / FLUID / R&R AS NEEDED TASK 111 - INSPECT POWER STEERING FLUID / FILTER / R&R AS NEEDED 1336297.1 25B-15 13 EXHIBIT 3 PREVENTATIVE MAINTENANCE "B" CHECK LIST FOR LIGHT DUTY VEHICLES PM/Inspection Service B — Light Duty Vehicles TASK 010 - PERFORM VEHICLE SAFETY INSPECTION TASK 020 -LUBE TASK 021 - R&R OIL / OIL FILTER TASK 040 - INSPECT BRAKES % REMAINING FRONT TASK 050 - INSPECT BRAKES % REMAINING REAR TASK 060 - INSPECT BRAKE FLUID / R&R AS NEEDED TASK 071 - INSPECT COOLANT / R&R AS NEEDED TASK 091 - INSPECT AUTOMATIC TRANSMISSION FLUID LEVELS TASK 110 - INSPECT POWER STEERING FLUID LEVELS TASK 130 - INSPECT CHARGING SYSTEM TASK 140 - BATTERIES -VEHICLE / LOAD TEST / SERVICE TASK 141 - BATTERIES -COMM / LOAD TEST/ SERVICE TASK 160 - INSPECT CONDITION OF AIR FILTER TASK 150 - INSPECT ALL BELTS AND HOSES TASK 450 - INSPECT RADIATOR: CORE / HOSES / SEAL / FILTER / VALVE TASK 460 - INSPECT WATER PUMP TASK 600 - INSPECT TIRES -TREAD DEPTH / INFLATION / CONDITION TASK 610 - ROTATE TIRES / CHECK PRESSURE TASK 601 - INSPECT / RESET TIRE PSI MONITORING SYSTEM IF APPLICABLE TASK 670 - RESET SERVICE REMINDER TASK 331 - INSPECT DAYTIME RUNNING LIGHTS TASK 330 - INSPECT HEADLIGHTS TASK 332 - INSPECT TURN SIGNALS TASK 333 - INSPECT MARKER LIGHTS TASK 334 - INSPECT EMERGENCY FLASHERS TASK 335 - INSPECT TAIL LIGHTS TASK 336 - INSPECT BRAKE LIGHTS TASK 337 - INSPECT LICENCE PLATE LIGHTS TASK 338 - INSPECT CODE 3 LIGHTS TASK 339 - INSPECT INTERIOR LIGHTS/DIMMER TASK 092 - INSPECT REAR DIFFERENTIAL FLUID / R&R AS NEEDED TASK 093 - INSPECT FRONT DIFFERENTIAL FLUID / R&R AS NEEDED TASK 121 - INSPECT TRANSFER CASE FLUID / R&R AS NEEDED TASK 161 - R&R AIR FILTER TASK 162 - INSPECT OR REPLACE CABIN AIR FILTER TASK 280 - INSPECT GAS & BRAKE PEDALS 1336297.1 25B-16 14 PM/Inspection Service B — Light Duty Vehicles (continued) TASK 290 - INSPECT SEAT BELTS/CONNECTIONS / ALARMS TASK 300 - INSPECT GAUGE: OIL PRESSURE TASK 301 - INSPECT GAUGE: FUEL PRESSURE TASK 302 - INSPECT GAUGE: TACHOMETER TASK 303 - INSPECT GAUGE: WATER TERMERATURE TASK 304 - INSPECT GAUGE: AMP METER TASK 310 - STEERING MOUNTING / FREE LASH / COMPONENTS TASK 320 - INSPECT HEATER / DEFROSTER TASK 360 - INSPECT FUEL LINES / TANKS TASK 380 - INSPECT CAB DOOR: HINGES / LATCHES / HINGES TASK 390 - INSPECT HOOD: HINGES / LATCHES / ALIGNMENT TASK 420 - INSPECT A/C MOUNT BOLTS TASK 440 - INSPECT POWER STEERING PUMP TASK 450 - INSPECT RADIATOR: CORE / HOSES / SEAL / FILTER / VALVE TASK 460 - INSPECT WATER PUMP TASK 470 — INSPECT FAN HUB BEARINGS TASK 500 - INSPECT STARTER TASK 510 - INSPECT MUFFLER / PIPES TASK 520 - INSPECT AIR INTAKE SYSTEM / SPARK ARRESTER TASK 530 - INSPECT FRONT SUSPENSION TASK 540 - INSPECT REAR SUSPENSION TASK 590 - DRIVESHAFT/ UNIVERSAL JOINTS /GUARDS TASK 510 - INSPECT MUFFLER / PIPES 1336297.1 25B-17 15 EXHIBIT 4 PREVENTATIVE MAINTENANCE "B" CHECK LIST FOR HEAVY APPARATUS PM/Inspection Service B — Heavy Apparatus TASK 010 - PERFORM VEHICLE SAFETY INSPECTION TASK 020 -LUBE TASK 021 - R&R OIL / OIL FILTER TASK 032 - R&R FUEL FILTER TASK 161 - R&R AIR FILTER TASK 095 - AUTOMATIC TRANSMISSION SERVICE TASK 092 - INSPECT REAR DIFFERENTIAL FLUID / R&R AS NEEDED TASK 093 - INSPECT FRONT DIFFERENTIAL FLUID / R&R AS NEEDED TASK 121 - INSPECT TRANSFER CASE FLUID / R&R AS NEEDED TASK 040 - INSPECT BRAKES % REMAINING FRONT TASK 050 - INSPECT BRAKES % REMAINING REAR TASK 060 - INSPECT BRAKE FLUID / R&R AS NEEDED TASK 051 - BRAKE: ADJUSTMENT TASK 053 - AIR BRAKE SYSTEM -ADJUSTMENT / COMPONENTS / CONDITIONS TASK 110 - INSPECT POWER STEERING FLUID LEVELS TASK 130 - INSPECT CHARGING SYSTEM TASK 140 - BATTERIES -VEHICLE / LOAD TEST / SERVICE TASK 141 - BATTERIES -COMM / LOAD TEST / SERVICE TASK 160 - INSPECT CONDITION OF AIR FILTER TASK 150 - INSPECT ALL BELTS AND HOSES TASK 450 - INSPECT RADIATOR: CORE / HOSES / SEAL / FILTER / VALVE TASK 460 - INSPECT WATER PUMP TASK 600 - INSPECT TIRES -TREAD DEPTH / INFLATION / CONDITION TASK 611 - CHECK TIRE PRESSURE TASK 331 - INSPECT DAYTIME RUNNING LIGHTS TASK 330 - INSPECT HEADLIGHTS TASK 332 - INSPECT TURN SIGNALS TASK 333 - INSPECT MARKER LIGHTS TASK 334 - INSPECT EMERGENCY FLASHERS TASK 335 - INSPECT TAIL LIGHTS TASK 336 - INSPECT BRAKE LIGHTS TASK 337 - INSPECT LICENCE PLATE LIGHTS TASK 338 - INSPECT CODE 3 LIGHTS TASK 339 - INSPECT INTERIOR LIGHTS/DIMMER TASK 340 - SEAT BELT/CONNECTORS/ALARMS TASK 350 - INSPECT CAB MOUNT: HINGES / LATCHES / HANDLES 1336297.1 25B-18 16 PM/Inspection Service B — Heavy Apparatus (continued) TASK 370 - INSPECT BODY BOLTS TASK 380 - INSPECT CAB DOOR: HINGES / LATCHES / HINGES TASK 390 - INSPECT HOOD: HINGES / LATCHES / ALIGNMENT TASK 400 - INSPECT CAB ACTUATING MECHANISM TASK 420 - INSPECT A/C MOUNT BOLTS TASK 440 - INSPECT POWER STEERING PUMP TASK 430 - INSPECT THROTTLE: CAT / CUMMINS TASK 450 - INSPECT RADIATOR: CORE / HOSES / SEAL / FILTER / VALVE TASK 460 - INSPECT WATER PUMP TASK 470 - INSPECT FAN HUB BEARINGS TASK 510 - INSPECT MUFFLER / PIPES TASK 520 - INSPECT AIR INTAKE SYSTEM / SPARK ARRESTER TASK 530 - INSPECT FRONT SUSPENSION TASK 540 - INSPECT REAR SUSPENSION TASK 550 - INSPECT PTO TASK 590 - DRIVE SHAFT / UNIVERSAL JOINTS / GUARDS TASK 641 - INSPECT PUMP SHIFT / ELECTRICAL / AIR MANUAL TASK 650 - INSPECT PLUMBING / COUPLINGS TASK 651 - INSPECT TRANSFER VALVE TASK 652 - INSPECT RELIEF VALVE TASK 653 - INSPECT INNER COOLER TASK 654 - INSPECT RADIATOR FILL VALVE TASK 656 - INSPECT SUCTION SCREENS TASK 657 - INSPECT DISCHARGE GAUGES TASK 658 - INSPECT PRIMER PUMP TASK 659 - INSPECT HAND THROTTLE TASK 660 - INSPECT PUMP PANEL TASK 661 - INSPECT WATER TANK TASK 662 - INSPECT PUMP TASK 071 - INSPECT COOLANT / R&R AS NEEDED TASK 221 - INSPECT HYDRAULIC FILTER / FLUID / R&R AS NEEDED TASK 111 - INSPECT POWER STEERING FLUID / FILTER / R&R AS NEEDED 1336297.1 25B-19 17 EXHIBIT 5 VEHICLE LIST 1336297.1 25B-20 M Radio Station Unit ID Vehicle Description Serial number Identifier location ID 2177 2005 CHEVROLET SUBURBAN 2WD 3GNGC26G65G201367 8974 74 2178 2005 CHEVROLET SUBURBAN 2WD 3GNGC26G45G201366 B9 74 2185 2015 CHEVROLET SUBURBAN 4WD 1/2 TON LS lGNSK5ECOFR545436 B9 74 2374 2011 CHEVROLET TAHOE 1GNSC4E01BR128446 D6 74 3124 2016 CHEVY COLORADO 4X4 3.61- CREW CAB 1GCGTBE31G1191193 STAFF6 74 3205 1999 CHEVROLET 250OHD 1GCGC29F6XF088827 B9U 74 3217 2001 CHEVROLET BLAZER 2WD 1GNCS18W41K209230 EMS POOL 75 3230 2001 CHEVROLET BLAZER 2WD 1GNCS18W51K209883 B9POOL 74 4024 2003 FORD E350 PARAMEDIC VAN 1 FDSS34F83HB65826 M977 77 4029 2007 FORD E350 PARAMEDIC VAN 1 FDSS34P77DA27190 M972 72 5078 1992 SUTPHEN 90' QUINT 1S9A3JFE0N1003977 T976 76 5080 1992 SUTPHEN 90' QUINT 1S9A3JFE3N1003987 T979 79 5132 2000 KME 75' QUINT 1K9AF4287YNO58139 T76 76 5138 2003 KME RENEGADE 1K9AF42853N058679 E975 75 5144 2008 WESTMARK/INTERNATIONAL 7400 1HTWEAZN08J662184 E370 70 5188 2015 KME PREDATOR 1K9AF4286FN058906 E70 70 5189 2016 KME PREDATOR 1K9AF4S87GN058303 E78 78 5212 2005 KME RENEGADE 1K9AF42885NO58940 E974 74 5240 2006 AMERICAN LA FRANCE EAGLE 4Z3AAACG16RW36760 E77 77 5241 2007 AMERICAN LA FRANCE EAGLE 1AFAAACG47RY24686 E74 74 5242 2010 CRIMSON/SPARTAN GLADIATOR 4S7AT2P90AC072519 E71 71 5243 2010 CRIMSON/SPARTAN GLADIATOR 4S7AT2P97AC072520 E73 73 5246 2002 AMERICAN LA FRANCE EAGLE 4Z3AAACG92RK16576 E75 75 5247 2005 AMERICAN LA FRANCE EAGLE 4Z3AAACGX5RU97758 E72 72 5249 2001 ALF EAGLE TELESQUIRT 4Z3FAACG22RJ46943 E79 79 5252 2004 AMERICAN LA FRANCE 1 00'TDA 4Z3AAACK34RN46401 T75 75 5253 2005 PIERCE LANCE 4P1 CLO1 H85AO05559 HM79 79 5254 2005 FORD F650 CREW CAB 3FRNW65Z77V448965 MDU71 71 5255 2004 FREIGHTLINER/ALF AIR UTILITY 1 FVACYDC65HU29297 SERSUPT2 70 1336297.1 25B-20 M REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: AUTHORIZE RENEWAL AGREEMENT WITH INVOICE CLOUD FOR MERCHANT PROCESSING, ENHANCED ELECTRONIC BILLING AND PAYMENT PRESENTATION, AND OPTIONAL ASSOCIATED KIOSK PAYMENT ACCEPTANCE SERVICES (STRATEGIC PLAN NO. 7,5F) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: -:• q ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' 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 a Renewal Agreement with Invoice Cloud, Inc. for merchant processing and enhanced electronic billing and payment presentation (EBPP) services for four years to include the current fiscal year ending June 30, 2019 and covering the period through the 2021-22 fiscal year ending June 30, 2022 for a total amount of $910,000 subject to non -substantive changes approved by the City Manager and City Attorney. Annual compensation for merchant processing enhanced EBPP services to be set at $190,000 based on anticipated transaction volume, with a $50,000 merchant processing contingency applicable over the four (4) year term of the renewal agreement to cover excess actual transaction volume. Renewal Agreement to also include an additional optional contingency for associated kiosk payment acceptance services in an amount not to exceed $100,000. DISCUSSION The Finance & Management Services Agency Treasury and Customer Service Division (Treasury) is responsible for the billing and payment processing of numerous City programs including: Municipal Utility Services (MUS), Paramedic Subscription, Dog License, Business License Tax, Proactive Residential Enforcement Program (PREP), and the CivicRec Recreation Management System. Since 2015, Invoice Cloud has successfully integrated with various City programs designed to improve customer service by providing efficient and cost-effective enhancements in the manner which residents and stakeholders are able to pay for City services. Invoice Cloud provides both residents and stakeholders the ability to process real-time online payments and establish reoccurring payments for the following revenue accounts: MUS, Business License Tax accounts, and certain Park & Recreation services. In addition, invoice Cloud has also facilitated the payment 25C-1 Renewal Agreement With Invoice Cloud, Inc. for Merchant Processing, Enhanced Electronic Billing and Payment Presentation, and Associated Kiosk Payment Acceptance Services October 16, 2018 Page 2 processing of the City's pay by phone system for MUS accounts. The following table demonstrates the volume of transactions and revenue being enabled with Invoice Cloud's services: During the most recently completed Fiscal Year 2017-2018, Invoice Cloud has facilitated approximately 100,000 online transactions, totaling approximately $27.3 million in revenue and conversely assisting with reduction of labor costs while improving staff efficiency and customer service. In November 2015, the City entered into a short term contract (N-2015-174) with Invoice Cloud, Inc. ("Invoice Cloud") to provide online credit card and ACH payment support for Business License Tax accounts, replacing CardFlex, Inc. the original merchant processor who lost capability to perform ACH transfers. On March 2016 the City Council authorized an interim amended agreement (N-2015-174-01) to extend the term of the Invoice Cloud contract for six months. In addition, the amendment allowed for further analysis of Invoice Cloud's ability to integrate with other payment acceptance service providers and to evaluate the comparable performance factors. These factors were also included in a June 2015 Request for Proposals (RFP) conducted by the City of Anaheim which reflected requirements that are locally unique to the cities of Santa Ana and Anaheim. On that basis, in accordance with SAMC Section 2-807 (d), staff recommended that the City recognize the results of the Anaheim RFP process and enter into a two-year contract extension (A-2016-134) with Invoice Cloud effective July 1, 2016 through June 30, 2018. Subsequently, based on Invoice Cloud's successful integration and performance with other City payment acceptance processors over the past two years, staff recommends that the City enter into a renewal agreement with Invoice Cloud for continuing merchant processing services for a term of four (4) years. In addition to providing enhanced EBPP and full merchant processing services, Invoice Cloud is also a fully authorized provider of walk-up kiosk payment solutions per their partnership agreement with Kiosk Information Systems, Inc. ("Kiosk"). The City's current walk-up payment kiosk received replacement parts in 2017. However, it is in need of multiple hardware and software upgrades and ongoing future program hosting and maintenance. Invoice Cloud is committed as part of the City's authorization- for a 4 -year Renewal Agreement for merchant processing services to extend a contingent option, solely exercisable by the City, for a fully updated payment kiosk hardware and software solution. This optional solution would utilize Kiosk certified hardware, software, hosting services and program maintenance and would be exercised on a three-year lease period beginning July 1, 2019 and continuing through June 30, 2022 for a net amount not to exceed $100,000. The solution would initially cover all walk-up MUS payments (87% of current transactions) and would then be extended to Dog License and Business License Tax payments. STRATEGIC PLAN ALIGNMENT 25C-2 Business Tax MUS Parks & Recreation Invoice Transactions Sales Transactions Sales Transactions Sales Cloud 7,769 $2,999,902 93,325 $24,339,713 735 $51,187 FY 17-18 During the most recently completed Fiscal Year 2017-2018, Invoice Cloud has facilitated approximately 100,000 online transactions, totaling approximately $27.3 million in revenue and conversely assisting with reduction of labor costs while improving staff efficiency and customer service. In November 2015, the City entered into a short term contract (N-2015-174) with Invoice Cloud, Inc. ("Invoice Cloud") to provide online credit card and ACH payment support for Business License Tax accounts, replacing CardFlex, Inc. the original merchant processor who lost capability to perform ACH transfers. On March 2016 the City Council authorized an interim amended agreement (N-2015-174-01) to extend the term of the Invoice Cloud contract for six months. In addition, the amendment allowed for further analysis of Invoice Cloud's ability to integrate with other payment acceptance service providers and to evaluate the comparable performance factors. These factors were also included in a June 2015 Request for Proposals (RFP) conducted by the City of Anaheim which reflected requirements that are locally unique to the cities of Santa Ana and Anaheim. On that basis, in accordance with SAMC Section 2-807 (d), staff recommended that the City recognize the results of the Anaheim RFP process and enter into a two-year contract extension (A-2016-134) with Invoice Cloud effective July 1, 2016 through June 30, 2018. Subsequently, based on Invoice Cloud's successful integration and performance with other City payment acceptance processors over the past two years, staff recommends that the City enter into a renewal agreement with Invoice Cloud for continuing merchant processing services for a term of four (4) years. In addition to providing enhanced EBPP and full merchant processing services, Invoice Cloud is also a fully authorized provider of walk-up kiosk payment solutions per their partnership agreement with Kiosk Information Systems, Inc. ("Kiosk"). The City's current walk-up payment kiosk received replacement parts in 2017. However, it is in need of multiple hardware and software upgrades and ongoing future program hosting and maintenance. Invoice Cloud is committed as part of the City's authorization- for a 4 -year Renewal Agreement for merchant processing services to extend a contingent option, solely exercisable by the City, for a fully updated payment kiosk hardware and software solution. This optional solution would utilize Kiosk certified hardware, software, hosting services and program maintenance and would be exercised on a three-year lease period beginning July 1, 2019 and continuing through June 30, 2022 for a net amount not to exceed $100,000. The solution would initially cover all walk-up MUS payments (87% of current transactions) and would then be extended to Dog License and Business License Tax payments. STRATEGIC PLAN ALIGNMENT 25C-2 Renewal Agreement with Invoice Cloud, Inc. for Merchant Processing, Enhanced Electronic Billing and Payment Presentation, and Associated Kiosk Payment Acceptance Services October 16, 2018 Page 3 Approval of this item allows the City to meet Goal #7 - Team Santa Ana, Objective #5 (create a culture of innovation and efficiency within the organization), Strategy F (explore opportunities to engage with outside agencies, both private and public, to share information and increase efficiencies). FISCAL IMPACT Funds in the amount of $190,000 are budgeted and are available in fiscal year 2018-19 for ongoing merchant processing services in Finance and Management Services Agency account no. 01110130-62300, Public Works Agency account no. 06017640-62300, and in Parks, Recreation and Community Services Agency account no. 01113230-62300. Combined funds in the amount of $190,000 for fiscal years 2019-20, 2020-21, and 2021-22 will be budgeted and available in said accounts upon Council approval of the fiscal year 2019-20, 2020-21, and 2021-22 budgets. Additionally, a combined contingency amount of $50,000 will be available to cover annual merchant processing charges which may occur above the $190,000 budgetary threshold during the term of the agreement due to variability in the number of actual annual merchant processing transactions versus anticipated transactions. Furthermore, funds in the amount of $100,000 are budgeted and available in fiscal year 2018-19 as optional contingency funds for Walk-up Kiosk Payment Acceptance Services in Finance Strategic Plan Project account no. 05210018-62300. Funds will be budgeted and available for on-going merchant payment (MP) services and enhanced electronic billing and payment presentation (EBPP) services as follows (including optional contingency funds for Walk-up Kiosk Payment Acceptance Services): Description Account No. Fiscal Year Amount Ongoing FMSA Invoice Cloud MP & EBPP Services 01110130-62300 FY 2018-19 $ 75,000.00 01110130-62300 FY 2019-20 $ 75,000.00 01110130-62300 FY 2020-21 $ 75,000.00 01110130-62300 FY 2021-22 $ 75.000.00 CONTRACT TERM TOTAL $ 300,000.00 Description Account No. Fiscal Year Amount Ongoing PWA Invoice Cloud MP & EBPP Services 06017640-62300 FY 2018-19 $ 110,000.00 06017640-62300 FY 2019-20 $ 110,000.00 06017640-62300 FY 2020-21 $ 110,000.00 06017640-62300 FY 2021-22 $ 110.000.00 CONTRACT TERM TOTAL $ 440,000.00 Description Account No. Fiscal Year Amount Ongoing PRCSA Invoice Cloud MP & EBPP Services 01113230-62300 FY 2018-19 $ 5,000.00 01113230-62300 FY 2019-20 $ 5,000.00 01113230-62300 FY 2020-21 $ 5,000.00 01113230-62300 FY 2021-22 $ 5,000.00 CONTRACT TERM TOTAL $ 20,000.00 Description Account No. Fiscal Year Amount Walk-up Kiosk Payment Acceptance Services 05210018-62300 FY 2018-19 $ 100,000.00 Excess Transactions Volume Multiple Funds FY 2018-19 to $ 50,000.00 25C-3 Renewal Agreement With Invoice Cloud, Inc. for Merchant Processing, Enhanced Electronic Billing and Payment Presentation, and Associated Kiosk Payment Acceptance Services October 16, 2018 Page 4 (Optional Contingencies) CONTRACT TERM TOTAL $ 150,000.00 GRAND TOTAL $ 910,000.00 APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal --IN"^ Acting Executive Director Finance & Management Services Agency PO Jack gulla Chief echnology Innovations Officer Information Technology Department 0 Fuad Sweiss, PE, PLS Executiv Director Public rks Agency Exhibits: 1. Invoiced Cloud — Renewal Agreement WH 25C-4 EXHIBIT 1 MERCHANT PROCESSING RENEWAL AGREEMENT THIS MERCHANT PROCESSING RENEWAL AGREEMENT ("Renewal Agreement") is made and entered into this 16" day of October 2018, by and between Invoice Cloud, Inc., a Delaware Corporation, (hereinafter "CONSULTANT"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"). CITY and CONSULTANT shall hereinafter collectively be referred to as "the Parties". RECITALS A. The Parties to this MERCHANT PROCESSING RENEWAL AGREEMENT entered into an initial short-term merchant processing contract (N-2015-174), dated November 19, 2015, by which CONSULTANT having special skill and knowledge in the field of payment processing and electronic and enhanced bill presentment and payment agreed to perform such services to CITY with respect to Business License Tax accounts, with provisos for the extension of CONSULTANT's service to Municipal Utility Services and Dog License accounts. B. Subsequently, the initial contract was amended (N-2015-174-01), dated March 16, 2016, expanding the Term of the contract by six months and expanding the Scope of the initial contract to include to include CITY's Proactive Rental Enforcement Program (PREP) accounts. C. Thereafter, the Parties entered into a second amendment of the contract (A-2016-134), dated March 31, 2015, by which the Term and Scope of the contract where amended to: (1) extend the Term by two years beginning July 1, 2016 and terminating June 30, 2018; and (2) expand the Scope of Consultant's payment processing and electronic bill presentment and payment services to include City's Proactive Rental Enforcement Program (PREP) accounts. D. The Parties agree this Renewal Agreement and all attachments hereto collectively attached and incorporated herein as Exhibit A shall govern all merchant accounts established in connection with this Agreement. E. 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. F. CITY acknowledges and agrees that in the event of a conflict or inconsistency between the terms and conditions of this Agreement and the Merchant Card Processing Agreement incorporated herein as Exhibit A, the terns of the Merchant Card Processing Agreement shall control. 1 25C-5 G. The Parties acknowledge and agree that in the event of a material conflict or inconsistency between the terms and conditions of this Agreement and the Biller Agreements incorporated herein as Exhibit A, the terms specified in the Recitals of this Agreement shall control. 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 credit card processing services according to the rates set forth in Exhibit A and in accordance with the terms and conditions set forth in the Merchant Card Processing Agreement incorporated therein. CONSULTANT shall perforin such other electronic and enhanced electronic billing and payment presentation services in accordance with the terms as set forth in Exhibit A to include all associated "Biller Agreements", "Invoice Cloud Biller Order Forms" and "Invoice Parameters" in effect June 30, 2018, and to include enhanced electronic bill presentment and payment (EBPP) services which are herein incorporated by reference. Said enhanced EBPP services to include EBPP portal with real-time account balance pull and real-time payment posting to System & Software, Inc.'s enQuesta CIS (any version) and Single Sign -on (SSO) capabilities with System & Software, Inc.'s WebConnect portal. The Parties hereto hereby acknowledge and reaffirm their agreement to the terms as set forth in Exhibit A for the Term of this Renewal Agreement including any longer Term agreed to by the Parties as may be set forth in any amendment to this Agreement. 2. COMPENSATION a. CITY agrees to pay, and CONSULTANT agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed the annual fiscal year limits set forth below unless amended by die Parties for a greater specified amount. The total sum to be expended under this Agreement, exclusive of optional expenditure(s) authorized via an agreed to Change Order proviso, shall not exceed $810,000, including any unpaid sums receivable by CONSULTANT for prior contractual services concluding June 30, 2018, and shall not exceed the annual amounts identified below for the fiscal year periods specified during the remaining Term of this Agreement: Contract Term Period Contract Term Period Annual Fiscal Year Period Annual Compensation Amount i. July 1, 2018 through June 30, 2019 $190,000 ii. July 1, 2019 through June 30, 2020 $190,000 iii. July 1, 2020 through June 30, 2021 $190,000 iv. July 1, 2021 through June 30, 2022 $190,000 v. Merchant Processing Contingency $ 50.000 $810,000 Subsection (v.) "Merchant Processing Contingency" shall be deemed to be that certain amount available to cover annual merchant processing charges which may occur above the $190,000 Annual Compensation Amount during any portion of the Tenn of this Agreement due to 2 25C-6 variability in the number of actual annual merchant processing transactions versus anticipated annual transactions. 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, unless CONSULTANT or CONSULTANT's merchant processor directly debts CITY provided bank account. C. Payment need not be made for work which fails to meet the standards of performance as set forth in the Recitals and which may reasonably be expected by CITY. 3. OPTIONAL CONTINGENCY a. The Parties hereto now desire to include a separate Optional Contingency, solely exercisable by CITY, for CONSULTANT to provide CITY with an updated walk-up payment kiosk hardware and software solution utilizing Kiosk Information Systems, Inc. authorized hardware, software, hosting services, and program maintenance. This Optional Contingency may be exercised by CITY prior to December 31, 2018, on a three-year prepaid lease basis beginning July 1, 2019 and continuing through June 30, 2022 for a net amount not to exceed $100,000. The detail terms for the exercise of this optional contingency provision shall be set - out via a Change Order proviso. 4. TERM The Term of this Agreement shall be effective from July 1, 2018 and shall terminate on June 30, 2022, unless amended by the Parties for a longer term or terminated earlier in accordance with Section 13, below. 5. INDEPENDENT CONTRACTOR CONSULTANT shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of CITY. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow 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. INSURANCE The Parties agree that (Section 15. Insurance) of the Biller Agreement (Exhibit A) is hereby amended to add the requirement that CONSULTANT obtain the following additional insurance: a. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, CONSULTANT, if CONSULTANT has any employees, is required to 2dC-7 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. b. 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 CITY within (30) days of the execution of this Agreement and shall be approved by 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 CITY. C. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish CITY with required proof that insurance has been procured and is in force and paid for, CITY shall have the right, at 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 CITY for any work performed prior to approval of insurance by CITY. INDEMNIFICATION CONSULTANT agrees to and shall indemnify and hold harmless the City of Santa Ana, 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 health, and claims for property damage, which may arise from the direct or indirect operations of the CONSULTANT or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The CONSULTANT further agrees to indemnify, hold harmless, and pay all costs for the defense of CITY, including fees and costs for special counsel to be selected by 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. 25C-8 8. CONFIDENTIALITY If CONSULTANT receives from 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 CITY. 9. INTELLECTUAL PROPERTY INDEMNIFICATION CONSULTANT shall defend and indemnify 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 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 CITY for a minimum period of four (4) 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 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. 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. 2dC-9 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile 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 Facsimile (714) 647-6956 Copies to: Willard Holt Treasury Manager and Customer Services Manager City of Santa Ana 20 Civic Center Plaza (M 15) P.O. Box 1964 Santa Ana, CA 92702-1964 Facsimile 714-647-5304 Email: wholtOsanta-ana.org To CONSULTANT: Invoice Cloud, Inc. 30 Braintree Hill Office Park, Suite 303 Braintree, MA 02184 Facsimile (866) 413-7678 Attn: Robert Lapides blapidesRinvoicecloud.com A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. TERMINATION This Agreement may be terminated by CITY upon ninety (90) days written notice of termination. In such event, CONSULTANT shall be entitled to receive and CITY shall pay CONSULTANT compensation for all services performed by CONSULTANT prior to receipt of such notice of termination. Provided, however, that payment need not be made for merchant 256-10 payment processing services or other work or services which fail to meet the standards of performance as set forth in the Recitals and which may reasonably be expected by CITY. 14. EXCLUSIVITY AND AMENDMENT This Agreement, in conjunction with attached Exhibit A represents the complete and exclusive statement between CITY and CONSULTANT, and supersedes any and all other agreements, oral or written, between the Partie. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail except over the Merchant Card Processing Agreement. This Agreement may not be modified except by written instrument signed by 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 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 CITY and any such assignment, transfer, delegation or subcontract without CITY's prior written consent shall be considered null and void. Provided, however, that merchant processing services provided by CONSULTANT's merchant processor in accordance with the Merchant Card Processing Agreement incorporated as part of Exhibit A of this Agreement are agreed to by CITY as, upon exercise of CITY's Optional Contingency for walk-up payment kiosk services, are walk-up payment kiosk services software solutions utilizing Kiosk Information Systems, Inc. authorized hardware, software, hosting services, hardware warranty and software/application program maintenance. Nothing in this Agreement shall be construed to limit 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. DISCRIMINATION CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both Parties further 256-11 agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES CONSULTANT shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. CONSULTANT shall notify CITY immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. COORDINATION OF WORK OR SERVICES A. No extra work may be undertaken unless a written "Change Order" is first given by the Contract Officer or his/her designee, to CONSULTANT, incorporating therein any material adjustment in the contract and/or the time to perform this Agreement, which said adjustments are subject to the written approval of CONSULTANT. B. Contract Officer. CITY will appoint a Contract Officer who will be in charge of the contract maintenance and administration of this Agreement for CITY and have authority to enter into Change Orders with CONSULTANT pursuant to this Agreement. It shall be CONSULTANT's responsibility to assure that CITY's Contract Officer is kept informed of the progress of the performance of the consulting services set forth in this Agreement and CONSULTANT shall refer any decisions which must be made by CITY to the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of CITY required hereunder to carry out the terms of this Agreement. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer. All notices regarding consulting services or requested changes in said agreement shall be sent to the Contract Officer listed below: CITY's Contract Officer shall be the person(s) designated hereinbelow by CITY: Name Willard V. Holt Title Treasury and Customer Services Manager Address 20 Civic Center Plaza, Room 1105, Santa Ana, CA 92701 Phone # (714) 647-5456 Email wholt@santa-ana.org Santa-ana.org CITY's Alternate Contract Officer Designee shall be Name Arturo Rodriguez Title Management Analyst Address 20 Civic Center Plaza, Room 1101, Santa Ana, CA 92701 Phone # (714) 647-6953 Email arodrieuez(tbsanta-ana.or¢ 8 25C-12 20. ADDITIONAL WORK OR SERVICES A. Extra Work or Services CITY shall have the right at any time during the performance of the work or services set forth in this Agreement, without invalidating said Agreement or any amendments thereto, to elect to exercise any existing option specified in the Scope of Services for extra work or services or to order extra work or services beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work or services. B. Change Order No extra work or services or election to exercise any existing option for extra work or services may be undertaken unless a written "Change Order" is first given by the Contract Officer to the CONSULTANT, incorporating therein any material adjustment in the contract and/or the time to perform this Agreement, which said adjustments are subject to the written approval of the CONSULTANT. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective Parties to each of the terms of this Renewal 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. c. This Renewal Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. FIA (Signatures on following page} 256-13 IN WITNESS WHEREOF, the.Parties hereto have executed this Renewal 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: Ltt�-� Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA ANA RAUL GODINEZ II City Manager INVOICE CLOUD, INC. Sergio Vidal, Acting Executive Director Name: Finance & Management Services Agency Title: Tax ID# (0 25C-14 EXHIBIT A 256-15 Biller Agreement 1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice Cloud hereby grants Biller a non-exclusive, nontransferable, worldwide right to use the Service described on the Biller Order Form until termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller's own customers, for Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors. Biller will provide to Invoice Cloud all Biller Data generated for Bitter's Customers. Unless otherwise expressly agreed to in writing by Invoice Cloud to the contrary, Invoice Cloud will process all of Biller's Customers' Payment Instrument Transactions requirements related to the Biller Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the Biller Order Form. In addition, Biller will sign all third party applications and agreements required for the Service including without limitation payment and credit card processing agreements and merchant agreements. For invoice types listed on the Order Form (e.g. real estate taxes, utility bills, birth certificates, parking tickets, event tickets, etc.), Biller will not use the credit card processing, ACH or check processing of any bank, payment processor, entity, or person, other than Invoice Cloud via electronic data transmission or the authorization or processing of Biller's Customers' Payment Instrument Transactions for each electronic payment type selected in the Biller Order Form throughout the tern of this Agreement. Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) Recreate, "frame" or "mirror" any portion of the Service on any other server or wireless or hnternet-based device; (iv) reverse engineer or access the Service; or (v) copy any features, functions or graphics of the Service. 2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at http://wnvw.invoiceeloud..comiprivacy.hti . Invoice Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not materially adversely impact such policies. with respect to Protected Health Information (as defined in 45 C.F.R 160.103), Invoice Cloud will enter into a Business Associate Agreement pursuant to 45 CFR part 160 and 164. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards and Cardholder Information Security standards. 3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course of providing the Service. Biller, not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a file of the Customer Data within 30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests at the time of termination. Invoice Cloud reserves the right to remove and/or discard Customer Data with 30 days notice except as prohibited by applicable law or in the event of exigent circumstances which makes prior notice impracticable, and in which case, notice wilt be provided promptly thereafter. 4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or otherwise have access to Customer Data that the Bitter's customers considers being confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner consistent with the maintenance of Invoice Cloud's own Confidential Information, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud will not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Data to third parties, except as required to perform the Services under this Agreement or otherwise required by applicable law. Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions, ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do not fail within the specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such intellectual property rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with the Service are trademarks of Invoice Cloud or third parties, and no right or license is granted to use them. Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise have access to information that hrvoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology, customer and/or prospective customer information, pricing and financial information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information by its very nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as proprietary, confidential, or private (the "Confidential Information'). Biller agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud's rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than reasonable efforts. Biller will not sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Biller Agreement The complete Biller Agreement includes the Biller Order Four, the Online Terms and Conditions and this Agreement P a g e 11 25C-16 Rev 2.2 Biller Agreement Information of the other party to third parties (and will ensure that its employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable law. 5. Billing and Renewal. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Cloud's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Invoice Cloud's income. All payment obligations are non -cancellable and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its discretion determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller's bill or payment is incorrect, Biller must provide written notice to Invoice Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the amount in question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud reserves the right to modify any pricing with respect to fees owed by the Biller upon thirty days written notice to Biller based on increases incurred by Invoice Cloud on fees, assessments, and the like from credit card processers, bank card issuers, payment associations, ACH and check processers. 6. Term and Termination. The initial term of this Agreement shall be for a period of three (3) years ("Initial Term") commencing on the Effective Date on the Biller Order Form and will renew for each of additional successive three (3) year terns ("Renewal Term") unless terminated as set forth herein. This Agreement may be terminated by either party effective at the end of the Initial or any Renewal Term by such party providing written notice to the other party of its intent not to renew no less than ninety (90) days prior to the expiration of the then - current term. Additionally, this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party. For example, any unauthorized use of the Invoice Cloud Technology or Service by Biller, or its authorized users will be deemed a material breach of this Agreement. Upon any early termination of this Agreement by Invoice Cloud as a result of the breach, Biller shall remain liable for all fees and charges incurred, and all periodic fees owed through the end of the calendar month following the effective date of termination. Upon any termination or expiration of this Agreement, Biller's password and access will be disabled and Biller will be obligated to pay the balance due on Biller's account computed in accordance with the Charges and Payment of Fees section above. Biller agrees that Invoice Cloud may charge such unpaid fees to Biller's Debit Account or credit card or otherwise bill Biller for such unpaid fees. 7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement. Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Order Form under normal use and circumstances and that. Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in the operation of the Service; provided that the Biller shall maintain immediately accessible backups of the Customer Data. In addition, Invoice Cloud will, at its own expense, as the sole and exclusive remedy with respect to performance of the Service, correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfunctions of Invoice Cloud's processing systems. 8. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICES AND ALL CONTENT AND TRANSACTION DATA IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT DELAY IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, acrd other problems inherent in the use of the interact and electronic communications. Invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such problems. Biller represents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and that Biller's billing information is correct. 9. Biller's Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's and/or its customers' and a payers' use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Biller shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (il) report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller's Users; and (iii) not impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service. Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processor, ACH bank and other related circumstances. Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of services and adjustment of Transactions. Biller is also required to disclose a refund, return or cancellation policies to Invoice Cloud and any applicable payment processors and Biller's Customers, as requested. Any change in a return/ cancellation policy must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting Biller Agreement The complete Biller Agreement includes the Biller Order Form, the Online Terns and Conditions and this Agreement P a 9 e 12 25C-17 Rev22 Biller Agreement such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer's account; nor may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law 10. Indemnification. Invoice Cloud shall indemnify and hold Biller, employees, attorneys, and agents, harmless from any losses, liabilities, and damages (including, without limitation, Biller's costs, and reasonable attorneys' fees) arising out: (i) failure by Invoice Cloud to implement commercially reasonable measures against the theft of the Customer Data; or (ii) its total failure to deliver funds processed by Invoice Cloud as required hereunder (which relates to payments due from Invoice Cloud for Transaction Data). This indemnification does not apply to any claim or complaint relating to Biller's failure to resolve a payment dispute concerning debts owed to Biller or Biller's negligence or willful misconduct or violation of any applicable agreement or law. Biller shall indemnify and hold Invoice Cloud, its licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (i) that use of the Customer Data infringes the rights of a third party; (ii) a violation by Biller of Biller's representations and warranties or the breach by Biller or Biller's Users of this Agreement including without limitation incomplete or inaccurate Transaction Data; or (iii) relating directly or indirectly to Biller's or its authorized users' use of the Service. 11. Limitation of Liability. INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Biller. 12. Export Control. The Biller agrees to comply with United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. 13. Notice. Either party may give notice by electronic mail to the other party's email address (for Biller, that address on record on the Bitter Order Form, or by written communication sent by first class mail or pre -paid post to the other party's address on record in Invoice Cloud's account information for Biller, and for Invoice Cloud, to Invoice Cloud, Inc., 35 Braintree Bill Office Park, Suite 100, Braintree, MA 02184 Attention: Client Services. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre -paid post) or 12 hours after sending (if sent by email). 14. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned without such party's consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 15. Insurance. Invoice Cloud agrees to maintain in full force and effect during the term of the Agreement, at its own cost, the following coverages: a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each occurrence and Two Million ($2,000,000) general aggregate. b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each occurrence and Five Million ($5,000,000) general aggregate. C. Automobile Liability Insurance with minimum combindd single limits for bodily injury and property damage of not less than One Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud's owned, hired or non -owned vehicles assigned to or used in performance of the Services. d. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at least One Million Dollars ($1,000,000) per claim and in the aggregate. 16. Immigration Laws. For Services performed within the United States, Invoice Cloud will assign only personnel who are either citizens of the United States or legally eligible to work in the United States. Invoice Cloud represents and warrants that it has complied and will comply with all applicable immigration laws with respect to the personnel assigned to the Biller. Biller Agreement The complete Biller Agreement includes the Biller Order Farm, the Online Terns and Conditions and this Agreement Page 13 25C-18 RaV 2.2 Biller Agreement 17, General. With respect to agreements with municipalities, localities or governmental authorities, this Agreement shall be governed by the law of the state wherein such municipality, locality or governmental authority is established, without regard to the choice or conflicts of law provisions of any jurisdiction. With respect to Billets who are not with municipalities, localities or governmental authorities, this Agreement shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than an Biller Order, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 11, 13 and 17 shall survive termination of this Agreement. This Agreement, together with any applicable Biller Order Form, comprises the entire agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral between the parties regarding the subject matter contained herein. Biller agrees that Invoice Cloud can disclose the fact that Biller is a paying customer and the edition of the Service that Biller is using. Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are found at www.invoiceeloud.com/termsandeonditions and are agreed to by Invoice Cloud and the Biller. Biller Agreement The complete Biller Agreement includes the Biller Order Fong the Online Terms and Conditions and this Agreement P a 9 e 14 25C-19 Rev 2.2 BILLERS TER51S AND CONDITIONS (www.Inose"loud.com/termsandeanditions] 1. Definitions As used in the Agreement and in any Biller Order Form now or hereafter. "Agreement" or "Biller Agreement" means these terms and conditions, any Biller Order Form, whether written or submitted online and any materials available on the Invoice Claud website specifically incorporated by reference herein; "Biller Data" means invoices and bills of the Biller, "Chargebacle' is a reversal of a Transaction initiated by a credit card company, processor, bank or other financial institution that Biller previously presented to Invoice Cloud under this Agreement; "Content" means the information and documents contained or made available to Biller by Invoice Cloud in the cause ofusing the Service; "Customer" aball include customers, taxpayers and uses of services of Biller "Customer Daa" means any dela, information or material provided or submitted by Biller or its Customers to the Service or the Biller's customers and/or payers in the course of wing the Service; "Effective Date" means the earlier ofeither the date this Agreement is accepted by executing a Biller Order Form; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all ether intellectual property rights, derivatives, integration components and application programming interfaces theca£ and forms of protection of a similar nature anywhere in the world; "Invoice Cloud" means collectively Invoice Claud, Inc., a Delaware corporation; "Invoice Cloud Technology" means all of Invoice Cloud's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and othertangible arintangiblc technical material or information) made available to Biller or otherwise developed by invoice Cloud In providing the Service; 'Payment Instrument Transaction" is transaction conducted between Biller and its Customers with respect to an account, or evidence of an account, authorized and established between a Customer and a credit carts association or issuer, or representatives or members thereof that Biller accepts from Customers as payment for the Services. Payment Instrument Transactions include, but am not limited to, transactions processed by credit and debit cards, ACB, EFT and Check 21 transactions, stored value cards, loyalty cards, electronic gift cards, authorized account or s cess numbers, paper certificates and credit accounts. "Order Form'1, or "Biller Order Form" means the form evidencing the initial subscription for the Service and any subsequent Biller Order Forms, apei5ing, among other things, the services cantracted for, the applicable fees, the billing period, and other charges m agmed to between the parties, mch such Biller Order Form to be incorporated into and to became a part of this Agreement (in the event of any conflict betwom the teen of this Agreement and the tears of my such Biller Order Form, the terms of Us Agreement shall proved); "Reserve Account" means a Biller account which is maintained In order to protect invoice Cloud against the risk of. among other things, existing, potential, or anticipated Chargebacks and to satisfy the other obligations under the Agreement. "Service(s)" means Invoice Cloud's billing and payment service, the Content, the Invoice Claud Technology and other corporate services identified on the Biller Order Form, developed, operated, and/or maintained by Invoice Cloud, accessible via www.invoicecloud.cam or another designated web site or TP address, m ancillary online in oBliae products and services provided to Biller by Invoice Cloud, to which Biller are being granted comes under this Agreement, including the invoice Cloud Technology and the Content; 'Submitter' means the Biller's seams under the Agreement and Order Form where Biller's Customers submit Transaction Data directly to the payment processor or credit cord processor who then processes the Transaction Data with the associated convenience fee being paid to Invoice Cloud and Invoice Cloud being responsible to pay the applicable convenience to the payment processor. "Transaction" Is a transaction conducted between a Customer and Invoice Cloud (on behalf of Submitter) utilizing either a Payment Instrument ora bill presartment in which consideration is or to be exchanged or tax is or to be due between the Customer and Biller, "Transaction Data" means is the written or electronic record of a Transaction, including but not limited to an authorization code or settlement record and Biller Data. 2. Biller's Responsibilities Biller is responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's miller Its customers' and a payers' use of the Service, including these related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Biller shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to invoice Claud and immediately stop any copying or distribution of Cement that is known or suspected to be unauthorized by Biller or BiHer's Users; and (di) not impersonate another invoice Cloud user or provide false identity information to gain access to or use the Service. Biller may not: (i) send or store material containing solhvare viruses, worms, Trojan horses or other harmibl computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (li) attempt to gain unauthorized 25C-20 access to the Service or its related systems or networks. Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to arty third party the Service in any way; (Ii) modify or make derivative works based upon the Service; (iii) Recreate, "frame" m'mirror" any portion of the Service on any other server or wireless or Internet -based device; (iv) revr me engineer or access the Service; or (v) may any features, functions or graphics of the Service. Invoice Cloud is not responsible Por any Biller postings in error due to delayed notification from credit card processor, ACB hank and other related circumstances. Biller agrees to provide Invoice Cloud with complete and accurate billing and contact information. This information includes Biller's legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. Biller agrees to update this infmmation within 30 days of any change to it. Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of services and adjustment of Transactions. Biller is also required to disclose any refund, return or cancellation policies to Invoice Cloud and any applicable payment processors and tiller's Customers, as requested. Any change in a return) cancellation policy with the transactions underlying the Transaction Data must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a prim adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Date reflecting such refund/adjustment within 2 days of resolution of the request resulting in such tefundladjustarmt. The amount of the mfundladjtsstmenl with respect to Transactions under the Service cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or mnsideratim from a CLstmner in return for preparing a refund to be deposited to the Customer's amount; nor, with respect to credit card transactions, may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law. Individual uses, when they initially log in, may be asked whether ornot they wish to receive marketing and other con -critical Service -related communications from Invoice Cloud fiom time to fima They may opt out of receiving such communipdons at that time or at any subsequent time by changing theirprefneace under hltg:l/www.invoiccclnud cera/nrivacv.hlml. Note that because the Service is sheeted, online application, Invoice Cloud occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. The following is applicable is to any Biller who is a Submilter, and to AMEX credit card charges: As to all Transactions Biller submits to Invoice Cloud for processing, Biller represents and warmers that: (1) The Transaction Data represents payment or refund of payment, for a bona fide transaction (2) The Trausaction Data represents an obligation of the Customer for the amount of the Transaction and the accuracy of all Transaction Data (3) The Transaction Data does not involve any element of credit for payment of previously dishonored payment or for any other purpose than payment for a current transaction and future payments as agreed upon by the customer. (4) The Transaction Data is free from any material alteration not authorized by the Customer. (5) The amount charged for the Transaction is not subject to any dispute, samIX or counterclaim. (6i Neither Biller nor its employees has advanced any cash to the Customer in connection with the Transaction, nor have you accepted payment for effecting credits to a Customer. (7) Biller has made no representations or agreements for the issuance ofrefunds except as it states in your tetum/cancellation policy, which has been previously submitted to Invoice Cloud in writing, and which is available to the Customer. (8) Anytransactionsubmitted to invoice Cloud to credit a Customer's account represents a refund or adjustment to a Transaction previously submitted to Invoice Cloud. (9) Biller has no knowledge or notice of information that would lead it to believe that the enforceability or collectability of the subject Transaction Data is in any manner impaired. The Transaction Dam is in campfience with all applicable laws, ordinances, and regulations. The Transaction Data is originated in compliance with this Agreement and any applimble agreements. (10) For a Transaction where the Cusmmerpays in installments or on a deferred payment plan, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the date(s) the Customer agreed to bo charged. All installments and deferred payments, whether or not they have been submitted to Invoice Cloud for processing, shall be deemed to be a part of the original Transaction. (11) Biller has not submitted any Transaction that it knows or should have (mown to be either fraudulent, illegal, or otherwise in violation of any provision of this Agreement or other applicable agreements. (12) All Transaction Data is complete and accurate (including with respect to total due fields) and Invoice Cloud's not liable or responsible for any incomplete or inaccurate Transaction Data. 25C-21 3. Chargabacks If Biller is subject of excessive Chargebocks, in addition to our other remedies under this Agreement, Invoice Cloud (or the payment processor) may take the following actions: (i) request that Biller in every case commence issuing refund and related paymems directly to Customer, (it) notify Biller of anew rate that will be charged to process Chmgebacks; (iii) collect ham Biller an amount reasonably detemdned by Invoice Cloud (or the payment processor) to be sufficient to cover anticipated Chargebaclo and all related fees, penalties, expenses, and frees or request a Reserve Amount (where a Reserve Account is noted under the Biller Order Form or as otherwise required under the terms of this Agreement or other agreement with invoiceClaud or any payment processor); or (iv) terminate the Agreement. Biller also agrees to pay any and all penalties, fees, fines and costs assessed against Invoice Cloud (or the payment processor) relating to your violation ofthis Agreement, or other agreement related thereto. Biller agrees that it is fully liable if any Transaction, for which Invoice Cloud has provided Biller credit or paid Biller, is the subject of a Chargeback or ACH rejects or reversals or other refunds or credits. To the extent Invoice Cloud has paid or may be called upon to pay a Chargebaek, mfiand or adjustment for or on the account of a Customer and Biller does not reimburse us as provided for in this Agreement, or has insufficient funds to draw from in the Billers Debit Account (to the extent applicable as provided in Section 4 below) then for the purpose of our obtaining reimbursement of such sums paid or anticipated to be paid, Biller shall indemnify, defend and hold Invoice Cloud harmless therefrom. The Billets Debit Account will contain sufficient fiords to cover any estimated exposure basad on reasonable criteria for Chargebacks, ACH mjects or reversals, credits, reruns, and all additional liabilities anticipated under this Agreement, including, but not limited to Chargebacks, fines, fees and penalties. Invoice Cloud may (but is not required to) apply funds in the Billets Debit Account (to the extent applicable as provided in Section 4 below) toward, and set off any fiords that would otherwise be payable to Biller against, the sads faction of any amounts which are or may become due than Biller pursuant to this Agreement. Invoice Cloud may, at Its sole discretion, collect fees related to Chargebacks and ACH rejects and reversals, or other refunds or credits from Biller's customers. The following are some of the most common reasons for Chargebacks; in no way is this intended to be an exhaustive list of possible Chmgebuck reasons: (1) Failure to issue a refund to a Customer as required (2) Invoice Cloud did not receive Biller's response to a Retrieval Request within 7 days or any shorter time period required by the Payment Brand Rules. (3) A Customer disputes the Tmnsactiorh a claims that the Transaction is subject to a set -of, defense, or comac=laim. Invoice Cloud may receive a Chargeback from a Transaction, an AMEX credit card Service or otherwise, where the possibility of Chargebacks are noted as part of the Service. Some common reasons for Chargebacks am listed. In the event that Invoice Cloud receives a Chargeback, Biller shall reimburse Invoice Cloud for such Chargebacks (which may include Invoice Cloud withdrawing such marmots Scan the Biller's Debit Account). In addition, Biller shall be responsible to Invoice Cloud for charges against any reserves required by payment or credit mrd processors; and any Chargebacks, by any parry, Including without limitation Chargebacla claimed by any payment and credit card processors, bank, or other financial services organization. 4. Certain Contractual Terms. Biller shall indemnify and hold Invoice Cloud, i% licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, cmployecs, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including eaomeys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (t) charge against any reserves required by payment or credit card processors; (it) a Chargeback, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, ]sank, or other financial services organization; (iii) that use of any Customer Data infringes the rights of a third party; (iv) a violation by Biller of Biller's representations and warranties or the breach by Biller or Biller's Users of this Agreement including without limitation incumplem or inaccurate Transaction Data; or (v) relating directly or indirectly to Biller's or its authorized users' use of the Service. Invoice Cloud may receive a Chargeback from a Transaction whom Biller has a submitter agreement, an AMEX credit card Service or otherwise, whom the possibility of Chargebacka are noted as part of the Service. Some common reasons for Chargebacks am listed at In the event that Invoice Cloud receives a Chargeback, Biller shall reimburse Invoice Cloud for each Churgebado (which may include Invoice Cloud withdrawing such amounts it the Biller's (kbit Account). INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SIiALL INVOICE? CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain stales and/or jurisdictions do not allow the exclusion of implied warranties or limitation ofliability for incidental, consequential or certain other types ofdameges, an the exclusions set forth above may not apply to Biller. To the extent that the Biller's Agreement does not have a Biller indemnifl ation or limitation ofliability clause respectively, the above clauses shall control and be binding on the Biller. fi. Biller Deposit Account Automatic Debit (Applicable where Biller Debit Account has been designated on the Biller Order Form) Where Biller authorizes Invoice Cloud's receipt of all fees and periodic fees referenced in the Biller Order Form - tiom payments made by Customers, or from credit card processers, bank cart] issuers, payment associations, ACH and check proeessers, as applicable. Except where Prohibited by applicable law, Biller shall establish a Deposit Account(q) whereby invoice Cloud will automatically withdraw from the Billet's accounts) used for this purpose ("Biller's Debit Accounl(s)') the fees and periodic fees referenced in the Order Form and any Chargebacla% ACH rejects or reversals, refunds and other fees due hereunder resulting therefrom. Biller shall be responsible for and pay all fees or charges 25C-22 minNng to Biller's Debit Account and the automatic debit facility, in accordance with the terms therm£ In addition, with respect to any invoices and/or payments that are processed duough the Sendce, the Biller's agreements with all such credit card processers, bank card issuers, ACH and check pmcessms shall require remittance and payment to Invoice Cloud, of all ftes and to as other account, Biller shall maintain suflicfent funds in the Biller's Debit Account to pay all periodic fees, Chargebaclas, ACH rejects, reversals refunds and other fees due hereunder resulting thereSront. 25C-23 Invoice Cloud - Privacy Policy InvolceCloud* Home About Us Billers Solutions Partners Contacts Page 1 of 3 InvoiceCloud Privacy Policy Involce Cloud, Inc. (9nvolce Cloud') Is atechnology leader in Information commerce. We help businesses, such as merchants, software companies and partners, safely process customer imnsadfons and understand the Information related to those transections. Protecting the privacy of users of the Invoice Cloud operated websites is important to us. Invoice Cloud Is committed to the security and privacy of our customers and their customers' data. This Privacy Policy explains our commitment to safeguarding our bilious and their customers data and describes our data handling practices. This Privacy Policy lists the types of data Invoice Cloud collects, explains how we use and protect that data, and discloses our key procedures surrounding privacy. By accessing any of aur services or company operated websites (Induding those used by and containing the names of our billars(the'Slle(s)', you signify that your use Is subject to the terms of this Privacy Policy. We may change this Privacy Policy from time to time by modifying the Privacy Policy and posting a new version here the new version volt became effective Immediately. The following sections make up our Privacy Policy. Now Invoice Cloud Protects Your Privacy Internally Invoice Cloud will not review, share, distribute, or reference any Services Data (as donned below) except as provided in the Biller Agreement, this Privacy Policy or as may be required bylaw. Invoice Cloud wants your Business Information (as defined below) and the Customer Information (as dented below) to remain as secure as reasonably possible. We adhere to industry-stsndad technical safeguards and strict agreements with out employees who aro permitted to access aur customers' Business Information or Customer Information to maintain confidentiality of such Information. When you conducta transaction online, Invoice Cloud uses SSL encryption to encrypt your Information before it is sent to us In oder to ensure the Integrity and privacy of the Information that you provide to us via the Internet. Our services are hosted an servers that are codorated at a third -party fatality with whom we have a contract providing for security measures. For example, hosted Services Data (as defined below) Is submitted As SSL encryption and stared on a server equipped with Industry standard firewalls. Hosted data may Include Services Data (defined below) and personally Identifiable information and other Information that belongs to our billem, our customers' customers, website visitors, or other users. Business Information and Customer Information colleded by Invoice Cloud may Include your or your custamefs data ordered In the course of using our services or performing transactions ('S®Mces Date"). Invoice Cloud will not review, share, distribute, or reference any such Services Data except as provided In the Biller Agreement, or as may be required by law. indlvidual records of Services Data may be viewed or amassed by authorized Invoice Cloud employees, agents or independent contractors only for the purpose of resolving a problem, support Issues, suspected violation of the service or license agreement, oras may be required by law. Invoice Cloud policy requires that bath employees and consultants execute a confidentiality agreement before working for and with Invoice Cloud. Those employees [hal violate aur Privacy Policy are subject to disciplinary action, up to and Including termination. In every case, customers are responsible for maintaining the security and confidentiality of their usernames and passwords. Business Information and Customer Information Collection and Use By Invoice Cloud Invoice Cloud collects the Business Information and Customer Information necessary to enable us to respond to your requests for our products and services, for you to use our services, to perform transactions, and to send you Information regarding our products and services from time to time. Since many tithe users of our products and Bites use the aforementioned capabilities in their capacity as employees of companies, governmental authorities and other organizations (collectively'organizations'), much of the Business Information and Customer Information we colledwlll be in that capacity (rather than Information about you individually, such as your personal tastes, etc.). For these purposes, we have defined "Business Informadon" as any Information that Identifies or may Identify an organization or an Individual contact at an organization or that allows others to contact an organization or an individual contact at an organization. For these purposes, we have defined "Customer Intonation' as any Information that Is provided by customers or organizations that use the Invoice Cloud products and services such as name, address. balances, payment amounts, amount number, email address and other relevant account information. When you use our She to perform or process transactions, you may be asked to submit Services Data such as; • Your name, mailing address, city, state, zip code, email address, phone number, • Your bili payment (Including payment amount and designated payee), • Your creditor debiteard or bank account numbers, expiration date, cardholder name, • Tax ID, Social Security Number (SSN),and/or employer identification number. hq://www.invoicecloud.com/privacy.html 25C-24 11/19/2015 Invoice Cloud - Privacy Policy Page 2 of 3 When you visit the Site, you may also be asked to submit Information such as small address, company name, address, andfor phone number. In addition, we collect credit card and related payment information when you or your customers use our products, or services, online In the processing of transactions. Our Information collection and use practices are described in more detail helm: Services ReglstradonlAcmunt Set Up: You may be asked, on behalf of your organization, to complete reglstretioNadNmion forn(s) on the Sit" or on paper, with contact information for use by Involce Cloud in accordance with this policy. Registration or activation information may Include the name of your company, contact Information, product Information, customer ID, bank account Information, federal Io numbers, bank account, credit card, AC H, contact Information, and other relevant Information In order to set up accounts and process transactions. Customer Profile: We also coiled Business Information and Customer Information when you or your customers create a profile or account on some or the Sites. This Information Is required In order to access certain areas of the Sites, perform transactions, and request Information from us about our products and services. This Information Includes organization name, correct information and other information, and the products and services you may have licensed. We use this information In accordance with this policy to Identify you, process your requests, and administer your Invoice Cloud amount(s). Support: We may offer certain limited online support services at the Sites. If you access online support on any of the Si you may be asked for Information such as customer ID, product nems, product version, and other Information to help us determine what the Imindcal Issues are and haw best to help you resolve them. In addition, certain products and services may allm you to submit support -related questions directly from the product.. Cookies: We also use Cookies to enhance the user experience, deliver personalized content, and collect Information about the use of the Sites. "Cookies" we small computer Nee that we transfer to your computer's hard drive. Cookies allow us to statistically monitor Crow many people are using the Sites and for what purposes, how, often someone Nails the Sites, and the length of their stay. We also use Cookies to prevent you from having to re-enter your Identification and password Information each time you visit our Sites. Cookies are not designed to retrieve personal or business data from your hard drive or your email. Most browsers we initially set to accept Cookies, but users can change the setting to refuse Cookies or to be alerted when Cookies are being sent. Although refusal of Cookies will not interfere with the ability to Interact with most of the Shea, you may need to sore pt Cockles In order to access information and use certain functions. For example, Cookies are required to be accepted for access to our web -based services or desktop products with online features. The Cookies are renewed each time a user logs on to one of the Sites that uses Cookies. Information You Give Us: We receive and store any Information you enter on our Site or give us In any other way. See this Privacy Policy for examples of what we collect. You can choose not to provide certain Information, but then you might not be able to take advantage of many of our features. Information from Other Sources: We might receive Information about you from other sources such as your customer or your biller and add it to our account Information. Disclosure of Your Business Inflammation and Customer Information From time to time, Invoice Cloud may be required to release Business Information and/or Customer Information: t) to comply with valid legal requirements such as a law, regulation, search warrant, subpoena, or mud order, 2) to enforce or apply the terms of any of our billera, service or Homes agreements; or 3) In special cases, such as protecting the rights, property, or safety of Invoice Cloud, our customers, or others. We may also provide Business Information to government agencies and to our third party service providers Including payment processors, clearinghouses, payment settlement organizations, credit card processors and banks, and contractors ffaMers� to: enable the services, and the processing of transactions using Business Information, Customer Infennagon andlor Services Date, andfor provide you with a product or service requested by you. Invoke Cloud also may use and disclose Customer Information and Business Information In the aggregate that does not allow you to be identified to, or contacted by, third pares C'Aggregale Information'). For example, we might inform third parties regarding the number of users of the Sites end the activities they condud while on the Sites. Partner and Government Services: Invoice Cloud may engage Partners to perform functions on our behalf, which may Include assisting us in m processing your Business Information and Cuslaer Information. Certain Partners, organizations and government agencies may collect Business Information, Customer Information andfor Services Data (such as business name, address, email address, credit card Information, and customer ID) directly from you and use of that Information and other information provided by you. These third parties may not be governed by this policy even though those Partners and government agencies may share such Infennatlon with Invoice Cloud, Any collected Business Intonation, Customer Information andfor Services Dada, provided to Partners are subject to the restrictions referenced below under the section entitled Third Party SeMm Providers. Services and Product Data: Invoim Cloud will not access your Services Data except in the following limited circumstances: (1) to provide you wllh technical support, solely at your request and with your permission; (2) on alimited-access basis to install updates, produce regular backups, or restore date from backups at your request; (3) where the Inherent purpose of the product or service requires Invoice Cloud to provide the Services Data to a third party on your behalf (for example where Invoice Cloud Initiates or processes transfers on your behalf) and, (4) to utilize Aggregate Information (defined below) derived from Services Data to help us Improve our products and services and In developing additional offerings. Invoice Claud will not provide your Services Data to any third party or pencil any third party to accuses your Services Data, except by your permission or to mmply with valid legal requirements such as a law, regulation, search warrant, subpoena, or mud order. In addition, if at any time you decide to discontinue your use of the applicable service, your Services Data will be destroyed and removed from all servers according to terms set forth In your Blllers or similar agreement This Site Is Not Directed at Persons Under the Age of 13 Our She is not directed at persons under the age of 13, and Invoice Cloud does cot collect or maintain Information at our Site from persons we actually know are under the age of 13. ImolmCioud Site May Be Linked to Other Websites Invoice Cloud may create links to third -party websites. Invoice Cloud is not responsible for the content or privacy practices employed by webslles that are linked to our website. This privacy policy applies only to the information we called on the Site. This Privacy Policy does net apply to Information we collect through other methods or sources, including sites owned or operated by our affiliates, vendors or partners. Consent to Transfer Users ]cooled outside the United Slates who submit Business Information or Customer Information to Invoice Cloud via the Sites should be aware that the Information they submit will be transferred to our servers located in the United Stales. Your submission of Business Information or Customer Informatlon to us constitutes your consent to this transfer. Although Invoice Cloud will caged and use your Business Information or Customer Information only as stated in this Privacy Policy, laws generally applicable to the protection of personal data In the United States may net be as stringent as those in same users' home jurisdictions. Does Invoice Cloud Sham the Information It Receives? http://www.invoicecloud.com/privacy.html 25C-25 11/19/2015 Invoice Cloud - Privacy Policy Infonnailon about our cumomers is an important pert of our business, and we am not In the business of selling It to others. We share Business Information and Customer Information only as desc ll ad In biller and related agreements and this Privacy Polley. Page 3 of 3 Third -Party Service Provlders: We engage PeMers to perform functions on our behalf Examples Include processing and clearing transactions, sanding postal mail and e-mail, analyzing data, processing credit card, ACH and other payments, and provldNg customer service. They have access to personal Information needed to perform Iheirfunctions, but may not use It for other purposes. Business Transfore: As we continue to develop our business, we might sell or buy subsidiaries, or business units. In such transactions, Business and Customer Information generally Is one of the transferred business assets but remains subject to the premises made In any pr"xisling Privacy Notice). Also, In the unlikely event the( Invoice Cloud, Inc. or substantially all of Its assets we acquired, customer Information will of course be one of the transferred assets. Protection of Invoiceclaud.com and Othors: We release amounf and other personal Informatlon when we believe release Is appropriate to comply with the law to enforce or apply any condillons of use, biller agreements and other agreements or to protect the rights, property, or safety of involcedoud.com, our users, or others. This Includes exchanging Information with other companies and organizations for fraud protection and credit dsk reduction. However, this does not Include selling, mating, sharing, or otherwise disclosing Services Data (persanallyldemlflable Information from customers) for commercial purposes in violation of the commitments set forth In this Privacy Polley. With Your Cement- Other than as set out shove, you will recelve notice when Information about you might go to third parties, and you will have an opportunity to choose not to share the Information. We Use Appropriate Security Safeguards At Invoice Cloud, security Is a priority. Involce Cloud employs appropriate measures, including advanced technology, to protect personal Information collected online against unauthorized access, disclosure, alteration or destruction. These measures may Include, among others, encryption, physical access security, and other appropriate technologies. Inwice Cloud reviews and enhances its security systems, as necessary. Charges to this Privacy Policy Invoice Cloud may change this Privacy Policy at any time by peeling the current policy to the Sites. Your use of the Sites constitutes acceptance of the provisions of this Privacy Policy and your continued usage after such changes am posted constitutes acceptance of each revised Privacy Polley. Contacting Us Questions regarding this Privacy Policy or the Information practices of the Company's website should be directed to prIvacy@1nvolcedoud.mm. Version 2.2 August 20, 2011 —_.--------- __._____—____....__...... ._...._._........... Privacy Policy I Payer Terms S Conditions I Terms & Conditions I Web Site Terms & Conditions I Accessibllity Statement Invoice Cloud, Inc. 01200&2014 http://www.invoiceeloud.conVprivacy.html 25C-26 11/19/2015 (�31nvoiceCloud AGREEMENT Biller Order Form,.... A. By signing below, the Biller hereby authorizes Invoice Cloud, Inc. ("Invoice Cloud") to Initiate and execute debit/credit entries to its checking/deposit account(s) Indicated above at the depository financial Institution(s) named above and to debtt/credit the same such account(s). The Biller acknowledges that the origination of ACH transactions to Its account(s) must comply with the provisions of U.S. law. This authority is to remain In full force and effect until (I) Invoice Claud has received written notification (by electronic or U.S, mail) from the Biller of Its revocation in such time and manner as to allow Invoice Cloud a reasonable opportunity to act on it, but not less than 10 business days' notice; and (il) all obligations of the Biller to Invoice Cloud that have arisen under this Agreement and all other agreements have been paid In full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mall) when a change In account number(sl or bank has occurred at which time this authorization shall apply to such new/changed account. This notification must be received within 10 business days of change. A fee will be charged for any returned ACH debits. B. By signing below, the Biller named: (1) has read, agreed to, and acknowledges receipt of the terms and conditions of the Biller Agreement, attached hereto, as well as the terms and conditions at vvwwlnvoicecloud.com/termsondconditions all of which Is Incorporated herein by reference (2) certifies to Invoice Cloud that he/she Is outhcrized to sign this Biller Order Form; (3) certifies that all Information and documents submitted In connection with this Order Form are true and complete; (4) authorizes Invoice Cloud or Its agent to verify any of the Information given, Including credit references, and to obtain credit; (5) agrees to pay the Monthly Access Fee through the last day of the month following the effective date of termination as provided In the Billing Agreement; (6) agrees that Biller and each transaction submitted will be bound by the Biller Order Form and the Biller Agreement in Its entirety; (7) agrees that Biller will submit transactions only In accordance with the information In this Biller Order Form and Biller Agreement and coil Immediately inform Invoice Cloud, by email (contracts®lnvoicecloud.com) If any information In this Biller Order Form changes, The terms and conditions and this Biller Order Form, the Biller Agreement and the terms and condiflons at www.lnvoicecloud.com/termsandconditions consiltute the entire integrated Biller Agreement by and between Biller and Invoice Cloud. If any provision of this agreement hereunder Is held by a court of competent Jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provislon(sl, with all other provisions remaining In full force and effect. and (8) the Biller agrees and understands that outstanding sums due and owing to Invoice Cloud., will be charged dally or monthly and debited from Its current depository account. Non -sufficient funds for these debits are grounds for a change In fees or termination of this Agreement. In the event of non-payment of any sums due, Invoice Cloud reserves the right to withdraw such sums from the current depository account at any time to ensure payment of the some. C. By signing below, the Biller hereby gives permission to Invoice Cloud to access his / her credit history via Trans Union, Equifax, or other credit-reporting agency D. The Biller Order Form and the Biller Agreement will become effective only when counter -signed by Invoice Cloud and upon execution by the Biller of such third party agreement required by Invoice Cloud to permit use of the payment function of the Service. In WITNESS WHEREOF, the parties hereto have executed this Agreement as of this do Accepted by biller. X1tk%wsi k� Corporate Officer Francisco Gutierrez Printed Name 1 Finance Director ........ .... Title 25C-27 Accepted by Inv11 oice Cloud: Robert Lapides Printed Name EVP Title � , 1nvo1ceCloud•" Biller Order Form ....,.t • • . Carlyn Altheide S&S .. ❑ EBPP ® Cloud Store ® Cloud Pay ❑ IVR ❑ OBD ❑ Klosk ® Visa/MasterCard/Discover ❑American Express ® ACH/EFT Ownership Type: Government formation Biller Contacts Legal Name: City of Santa Ana Minerva Mancha, Treasury Services Super Address 1: 20 Civic Center Plaza 42Address 2: ancha@senta-ana.org =:71g.7-5 City: Santa Ana State: Ca Zip: 92701,Hans Nielsen, Project Manager Phone# I 714.047.5400 Fax #: 7148475089 Phone Number: 714-647-5442 Ext. Website URL: I FhV—,!/ww—ci,.ra.nta-.ana.ca.us/ Email Address: hnielsen@santa ana.org Business Open Date: 1886 p - Minerva Mancha Federal Tax ID#: Phone Number: 714-6475442 Ext. Note: Federal Tax lD and Legal Name must match on all documents. Email Address: mmancha@santaana.org Signatory Contact: Francisco GutierrezTitle: Finance Director77 Phone Number. 714-647-5400 Ext. Email Address: fguterrez@sante-ana.org Notes/Special Paperwork Contact: Will Holt, Treasury & Customer Services Manager, (714) 6475456, wholt®santoana.org i New Biller Implementation: $ 1500 Paperless Presentment: $ 0.11 Perltem --- Includes 3 email notifications .-- - - Biller Portal Access: $ 10D Monthly IC Payment- Credit Card: $ 0.00 Per item Additional User(s) $ 000 Monthly Per User IC Payment- EFT/ACH: $ 0.00 Per Item Online Bank Direct Access: $ 0,00 Choose an item. Online Bank Direct: $025 Pe Go Go Mobile Gateway $ 0.00 Choose an item. Harris Go Mobile: $ 0.00 Per Item Invoice Presentment: $ 000 I Monthly EFT/ACH Reject: $ 15 Per Item Charge Back: $ 20 00 Per Item BILLER B6NK (MUST INCLUDE VOIDED BUSINESS CF Name of Checking ACCOunt(m ltappeorson cheakor Bank Leaes): Clly of Sanfa Ana Bank 1.p, Morgan i Address: 3 Park Plaza Fir 9 Irvine, CA 92814 Phone: 949 833 4081 Name: --. ..... _ Depository Routing#: Account#: tions will be electronical de Fees Routing#: Account#: nvoice an a men rocess,n fee, b le 'ally deducted from this account. InvoiceCloud" Invoice Parameters Biller Order Form,,,, • • Business License • • 11/19/2015 In voicing Parameters sheet must be com lefed for each Invoice e. • In-house • • Non -Submitter • • • EVisa E MasterCard E Discover ❑Amex ®EFT/ACH • • ❑EBPP ECloud Store ❑ Cloud Pay ❑ OBD ❑ IVR ❑Kiosk Billing Frequency: Monthly Number of Bills: 200 Number of Cycles: nla Number of Installments: 1 Average Invoice Amount: $380 Highest Invoice Amount: $ 30,000 Billing Months (please select the applicable months below): []Jan []Feb ❑Mar ❑Apr ❑May ❑Jun ❑ Jul ❑ Aug ❑ Sept []Oct ❑ Nov ❑ Dec E All • •• ❑Id -loth ❑ 11th -20th 021^-31• • ❑ Biller ❑ Template ❑ Bill Print Vendor please complete below .. F. Hardware: Choose an item. QTY Choose an item. Provided by: 11 Sales Rep 11 Operations Per Unit Price: $ Shipping Address: - - -- (if different than location address) ' Total Due: $ i $16rvicds Fees _......... ..... ........_._..._.. Selectfrom Me below to indicate.ifthe service feewillhe poldbythe Item Paid by plaXer Item Payer or ifBirlerwitil obsorb tee. Paid b Biiler ❑ Credit Card: ® Credit Interchange, fees, dues assessments+ . :%with$ - !Minimum Card: Authorization $ 0.20; + 50I BP ❑ EFT/ACH: $ peritem ® EFT/ACH: $ 0.50 per item _ ❑ Flex Pay ACH: $ per item ❑ Flex Pay ACH: $ per item Invoice Type % Item Paid by payer Item Paid vy BIIIer ❑ Credit Card: ❑ Credit Interchange, fees, dues assessments+ '%with - Minimum Card: Visa Acceptance) Authorization $ + F7 7- BF (Without ❑ EFT/ACH: $ Per item ❑ EFT/ACH: $[77 Per Item ❑ Credit Card Service Fee: $ Max Cap for Credit Cards: $ F_. . _ . , ❑ EFT/ACH: Service Fee: $ ❑ ?old by payer ❑ Paid by Biller Responseinteractive voice ❑ Paid by payer Service Fee + $ ❑ Paid by Biller 1 $ per item surcharge i/Special Handling Business License Cloud Store requires a cusbm lockbox file. City Will provide the exact specificafions for the file and form at Pricing for development is listed on page 1 of this BOF. 1 Biller Requested - 12/14/2015 Hans Nielsen Please note the above requested date is not guaranteed. The implementation time frame is not guaranteed subject to change and delays to workload, s tems/data requirements, biller cooperation and otherfactors. 25C-29 Ver. 2.7 Invoice Parameters • • " Dag License • • - 11 /19/2015 Invoicing Parameters sheet must completed foreachInvoke VRe. _be • In-house • • Non -Submitter ®visa ® MasterCard ❑ Discover ❑Amex ®EFT/ACH MWIM ❑EBPP ❑Cloud Store ® Cloud Pay ❑ OBD ❑ IVR ❑Kiosk Billing Frequency: Monthly Number of Bills: 2 500 Number of Cycles. 1 Number of Installments: 1 Average Invoice Amount: I 25 Highest Invoice Amount: $ 1,000 Billing Months (please select the applicable months below(: ❑Jan []Feb War ❑Apr ❑May ❑Jun ❑ Jul ❑ Aug ❑ Sept []Oct ❑ Nov ❑ Dec ® All .: • �• - ❑1"t -loth ❑ lith -20th 112151-31.1 • ❑Biller ❑ Template ❑ Bill Print Vendor please complete below • Hardware: Choose an item. QTY Choose an item. Provided by: ❑ Sales Rep ❑Operations Per Unit Price: $ Shipping Address: .... ... .... ..... ... _ .I QFdifferenl than location address) Total Due: $ Item Paid by payer Item Paid by Biller ❑ Credit Card:® CreditInterchange, tees, dues assessments+ %with $ - Minimum Card: Authorization $ 0.201 + F79 %BP ❑ EFT/ACH: $ peritem ® EFT/ACH: $ 0.50 i per item ❑ Flex Pay ACH: $ per item ❑ Flex Pay ACH: $ per item Item Paid by payer Item Paid by Biller ❑ Credit Card:ElCredit Interchange, fees, dues assessments+ r'%with IMinimum Card: Authorization $ t + %BP— (Without visa Acceptance) EI EFT/ACH: $ Per item ❑ EFT/ACH: $F-7 Per Item ❑ Credit Card Service Fee: $ Max Cap for Credit Cards: $ ❑ EFT/ACH: Service Fee: $ ❑Pald by payer 0 Paid by Biller Interactive Voice Response .. . ......... ❑ Paid by payer Service Fee + $ ❑ Paid by Biller $ per item surcharge .—_...._...J ..._-__. _.....' =Pecial Handling Cloud Pay (i.e. Web services payment processing) through the Cily's current provider of Basic EBPP, InioSend. • 2/12/2016 Hans Nielsen Biller Requested i Please note the above requested date is not guaranteed. The implementation time frame is not guaranteed subject to change and delays to workload, systems/data requirements, biller cooperation and other factors. 25C-30 DocuSlgn Envelope ID: 7749OF52-CF5B-4828-AB2C-2C89947EC053 14221 Dallas Patlnvay, Dallas, Texas 7S254 •4 Northeastern Blvd, Salem, NH 03079-1952 CKASE PadY B Ee• 6 ec #TB Sales Phone (603) 896-8324 • Sales Fax (603) 896-8701 ww ,chasepaymentech.com TYPEOFENTIfY [:]INDIVIDUAL/ SOLE PROPRIETOR ❑PARTNERSHIP ]--]CORPORATION ❑LLC' ®OTHER: Government TYPE OF OWNERSHIP; ' IF LLC, TAXED AS: ❑DISREGARDED ENTITY El PUBLIC [:1 PRIVATE C1 NON PROFIT ❑CORPORATION []PARTNERSHIP STATE OF FORMATION CA DATEOFFORMA71ON 1/1/1886 MM/DD/YYYYI TRADING SYMBOL FISCALYEAR END (MM/DD/YYYY) HAS MERCHANT EVER FILED BANI(RUP7CY7 IF VES, WNATCHAPTER? FILING DATE: EMERGENCE DATE: ❑ YES ❑ P • • •: a •, , ••• • • • � ••• � , Im •• e , •• SOCUiL SECURI V BIRTHDATE NAME OR OR TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE I ZIP CODE SIGNATURE PERCENT OWNERSHIP % SOCIALSECURITY BIRTHDATE NAME on OR TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE 11 ZIP CODE 11 SIGNATURE 11 PERCENT OWNERSHIP Ye DO YOU HAVE ANY ADDITIONAL OWNERS (NOT LISTED ABOVE) THAT HAVE 10% OR GREATER OWNERSHIP? ❑ YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) ❑ NO 11 COMPANY PRESIDENT: COMPANYCFO•. IS THERE ANYONE NOT LISTED ABOVE WHO HAS THE AUTHORITYTO MAKE FINANCIAL DECISIONS OR CONTROL COMPANY POLICY ON BEHALF OF YOUR BUSINESS? [:]YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) ❑ NO Rev 07/19 Page 1 of 2 Paymentech Contract No. 063576 25C-31 COMPANY LEGAL NAME: City of Santa Ana TAXPAYER ID 95-6000785 REGISTERED 7RADE YEAR BUSINESS STARTED NAME PHYSICAL STREETADDRESS: 20 Civic Center Plaza (NO PO BOX OR PAI D MAIL BOX) CITY 11 Santa Ana STATE CA ZIP CODE 92701 PRIMARY CONTACT Francisco Gutierrez TELEPHONEN 714.647-5200 TYPEOFENTIfY [:]INDIVIDUAL/ SOLE PROPRIETOR ❑PARTNERSHIP ]--]CORPORATION ❑LLC' ®OTHER: Government TYPE OF OWNERSHIP; ' IF LLC, TAXED AS: ❑DISREGARDED ENTITY El PUBLIC [:1 PRIVATE C1 NON PROFIT ❑CORPORATION []PARTNERSHIP STATE OF FORMATION CA DATEOFFORMA71ON 1/1/1886 MM/DD/YYYYI TRADING SYMBOL FISCALYEAR END (MM/DD/YYYY) HAS MERCHANT EVER FILED BANI(RUP7CY7 IF VES, WNATCHAPTER? FILING DATE: EMERGENCE DATE: ❑ YES ❑ P • • •: a •, , ••• • • • � ••• � , Im •• e , •• SOCUiL SECURI V BIRTHDATE NAME OR OR TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE I ZIP CODE SIGNATURE PERCENT OWNERSHIP % SOCIALSECURITY BIRTHDATE NAME on OR TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE 11 ZIP CODE 11 SIGNATURE 11 PERCENT OWNERSHIP Ye DO YOU HAVE ANY ADDITIONAL OWNERS (NOT LISTED ABOVE) THAT HAVE 10% OR GREATER OWNERSHIP? ❑ YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) ❑ NO 11 COMPANY PRESIDENT: COMPANYCFO•. IS THERE ANYONE NOT LISTED ABOVE WHO HAS THE AUTHORITYTO MAKE FINANCIAL DECISIONS OR CONTROL COMPANY POLICY ON BEHALF OF YOUR BUSINESS? [:]YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) ❑ NO Rev 07/19 Page 1 of 2 Paymentech Contract No. 063576 25C-31 RM Uaign enveropa iu: r AUTHORIZED ADMINISTRATOR FOR PURPOSES OF ACCOUNT BOARDING AND IMPLEMENTATION MEANS AN OWNER, PARTNER, OFFICER, EMPLOYEE OR OTHER AGENT OF THE MERCHANT THAT HAS BEEN APPOINTED BY AN EXECUTIVE OF MERCHANT AND WHO IS DULLY AUTHORIZED TO PROVIDE INFORMATION AND EXECUTE DOCUMENTATION ON BEHALF OF AND RELATED TO MERCHANT IN ORDER TO FACILITATE THE INITIAL SET UP OF MERCHANTS'SACCOUNT WITH CHASE PAYMENTECH, PER CHASE PAYMENTECH POLICY, AUTHORIZED ADMINISTRATORS ARE NOT PERMITTED TO MODIFY THE MERCHANT'S ACCOUNT WITH CHASE PAYMENTECH AFTER COMPLETION OF THE INITIAL SET UP OF MERCHANTS'S ACCOUNT. SUCH CHANGES MUST BE MADE, BY AN EXECUTIVE OR FINANCIAL CONTACT, AS APPLICABLE AND AS THOSE ROLES ARE DEFINED BY MERCHANT. NAME (please print) Francisco Gutierrez TITLE [please print) Finance Director TELEPHONE NUMBER 714-647-5400 EMAIL ADDRESS: fgutierrez@santa-ana.org SIGNATURE DATE: F 1, the undersigned, being an officer/principal of_ represent and warrant that the statement made an this document are correct and factual. 1PMorgan Chase Bank, N.A. ("Member') and Paymenterh, LLC ("Paymentedi" or "Chase Paymentech") are authorized to conduct any necessary Investigation, Including without [Imitation, authorization for a bank to release standard banking information. (Photocopy of signature below k valid for the release of Information and will remain valid until the terminauon or expiration of the Merchant Agreement NAME (please print) Francisco Gutierrez TITLE (please print) Finance Director SIGNATURE DATE II SUBMITTER NAME Invoice Cloud, Inc, *Note: Each Merchant is required to submit a W9 with this application, regardless if Paymentecit will be utilizing the Submitter's TIN for IRS reporting purposes. Rey D LS Page 2 of 2 Paymentech Contract No. 063576 25C-32 DocuSign Envelope ID: 77490F52-CF58-0626-A62C-2Ca9947EC063 CHASE ®p "" Paymentech SUBMITTER MERCHANT PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES Paymentech, LLC ("PaynenteciP' or "we", "us" or "our" and the like), for itself and on behalf of .IPMorgan Chase Bank, N.A. ("Member's, is very excited about the opportunity to join Invoice Cloud, Inc. in providing you with state-of-the-art payment processing services. When your Customers pay you through Invoice CIoud, Inc., you may be the recipient of a Card funded payment. The organizations that operate these Card systems (such as Visa U.S.A., Inc. and MasterCard International Incorporated; collectively, the "Payment Brands") require that you (i) enter into a direct contractual relationship with an entity that is a member of die Payment Brand and (ii) agree to comply with Payment Brand Rules as they pertain to applicable Card Transaction you submit through Invoice Cloud, inc.. You are also required to 'fill out an Application with Paymentech. The Application provides Paymenteeb with information relative to your processing practices and expectations. By executing this document, you are fulfilling the Paynnent Brand Rule of entering into a direct contractual relationship with a member, and you are agreeing to comply with Payment Brand Rules as they pertain to Transactions you submit for processing through the Invoice Cloud, Inc. service. We understand and acknowledge that you have contracted with Invoice Cloud, Inc. to obtain Card processing services on your behalf and that invoice Cloud, Inc. may have agreed to be responsible for your obligations to us for such Transactions and as set forth in these guidelines. The following information is designed to inform and assist you as we begin our relationship. I. Your Acoo" ce of Cards • You agree to comply with all Payment Brand Rules, as maybe applicable to you and in effect from time to time. You understand that we may be required to modify these instructions and guidelines in order to comply with requirements imposed by the Payment Brands. • In offering payment options to your customers, you may elect any one of the following options. These acceptance options above apply only to domestic transactions: (1) Accept rill types of Visa and MasterCard cards, including consumer credit and debiticheck cards, and commercial credit and debit/check cards; (2) Accept only Visa and MasterCard credit cards and commercial cards (If you select this option, you must accept all consumer credit cards (but not consumer dobit(check cards) and all commercial card products, including business debit/check cards); or (3) Accept only Visa and MasterCard consumer debit/check cards (If you select this option, you must accept all consumer debit(cheek card products (but not business debit/check cards) and refuse to accept any kind of credit cards). • If you choose to limit the types of Visa and MasterCard cards you accept, you must display appropriate signage to indicate acceptance of the limited acceptance category you have selected (that is, accept only debiUcheck card products or only credit and commercial products). • For recurring transactions, you must obtain a written request or similar authentication from your Customer for the goods and/or services to be charged to Ure Customer's Card, specifying the frequency of the recurring charge and the duration of time during which such charges may be made, 2, &Wenzent • Upon our receipt of your Transactions, we will process your Transactions to facilitate the funds transfer between the various Payment Brands, you and Invoice Cloud, Inc.. Unless otherwise agreed to by the parties, after we receive credit for such Transactions, we will provide provisional credit to one or more of the Bank Account(s) you designate herein under the "Funding Schedule" section. • You must not submit Transactions for payment until the goods are delivered, shipped, or the services are performed. If a Customer disputes being charged for merchandise or services before receiving them, the result may be a Chargeback to you. 3. Charaelirtdrs • You may receive a Chargeback for a number of reasons. The following are some of the most common reasons for Chargebacks, but in no way is this meant to be an exhaustive list of all Chargeback reasons: (1) You do not issue a refund to a Customer upon the return or non-delivery of goods or services; (2) An authorizationlapproval code was required and not obtained; INrrana{�PnNT, HIJg Rev OI/14 Merchmt Namet City of Sattta Ana Pat;c'1 of3 Payntentech Contract No. 053576 DocuSign Envelope ID: 77490F52-CF5B-4826-AB2C.2C89947EC063 (3) The Transaction was fraudulent; (4) The Customer disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a set-off, defense or counterclaim; or (5) The Customer refuses to make payment for a Card sale because in the Customer's good faith opinion, a claim or complaint has not been resolved, or has been resolved by you but in an unsatisfactory manner. 4. Data Securtiv and Privercv • By signing below, you represent to us that you do not have access to any Card Information (such as the Customer's primary account number, expiration date, security code or personal identification number) and you will not request access to such Card Information from invoice Cloud, Inc.. In the event that you do happen to receive Card Information in connection with the processing services provided by Invoice Cloud, Inc. or Paymentech under these guidelines, you agree that you will not use it for any fraudulent purpose or in violation of any Payment Brands or applicable law and you will comply with all applicable Payment Brand Rules and Security Standards. If at any time you believe that Card Information has been compromised, you must notify us promptly and assist in providing notification to the proper parties. You must ensure your compliance with all Security Standards that are applicable to you and which may be publisbed from time to time by the Payment Brands. If any Payment Brand requires an audit of you due to a data security compromise event or suspected event, you agree to cooperate with such audit. You may not use any Card Information other than for the sole purpose of completing the Transaction authorized by the Customer for which the information was provided to you, or as specifically allowed by Payment Brand Rules, or required by law. In the event of your failure, including bankruptcy, insolvency or other suspension of business operations, you shall not sell, transfer or disclose any materials that contain Transaction information or Card hnformation to third parties. S. Fuudlne Scltedirle • In order to receive funds from Paymentech, you must maintain one or more bank account(s) at a bank that is a member of fine Automated Clearing House ("ACH") system and the Federal Reserve wire system (the `Bank Account"). You must designate at least one Bank Account for the deposit and settlement of funds and the debit of..any fees and costs associated with Paymentech's processing of the Transactions (all such designated Bank Accounts shall be collectively referred to herein as the "Settlement Account"). You authorize Paymentech to initiate electronic credit and debit entries and adjustments to your Settlement Account in accordance with this Section S. We will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused bythird parties, including but not limited to delays or errors by the Payment Brands or your bank. • Unless otherwise agreed to by the parties, the proceeds payable to the Settlement Account shall be equal to the amounts received by us in respect of your Card transactions less all Chargebacks, Customer refunds and other applicable charges. Such amounts will be paid into the Settlement Account promptly following our receipt of the funds. If the proceeds payable to the Settlement Account do not represent sufficient credits, or the Settlement Account does not have a sufficient balance to pay amounts due from you under these guidelines, we may pursue one or more of the following options: (i) demand and receive immediate payment for such amounts; (ii) debit a Bank Account for the amount of the negative balance; (iii) withhold settlement payments to tine Settlement Account until all amounts are paid, (iv) delay presentation of refunds until a payment is trade to us of a sufficient amount to cover the negative balance; and (v) pursue any remedies we may have at law or in equity. • Unless and until we receive written instructions from you to the contrary, all amounts payable by Paymentech to you will be deposited in the Settlement Account designated and aunitorized by you as set forth below: Name of Bank: J.P. Morgan ABA No.: 322271627 Account No.: 935309500 Account Name: City of Santa Ana Reference: _ tl�LER17pLPAYA1Errr tvt rs Rev"14 Merchant Name: City of. Santa Ana Page 2 of 3 Paymentech Contract No. 063576 2534 DocuSlgn Envelope ID: 77491)F52-CF5B-4828-AB2C-2CB9947EC063 6. Definitions "Application" is a statement of your financial condition, a description of the characteristics of your business or organization, and related information you have previously or concurrently submitted to us, including credit and financial information. "Curd" is un account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or representatives or members of a Payment Brand that you accept from Customers as payment for a good or service. Payment Instruments include, but are not limited to, credit and debit cards. stored value cards, loyally cards, electrou)c gill cards, authorized account or access numbers, paper certificates and credit accounts. "Charkebaek" is a reversal of a Transaction you previously presented to Paymentech pursuant to Payment Brand Rules "Customer" is the person or entity to whom a Card is issued or who is otherwise authorized to use a Payment Instrument "Afeinber" is JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paytuenlech as required by all applicable Payment Brand. Your acceptance of Payment Brand products is extended by the Member. "PgrnentBrand' is any payment method provider whose payment method is accepted by Paymentech for processing, including. but not limited to, Visa, U.S.A., Inc., MasterCard International, tile., Discover Financial Services, LLC and other credit and debit card providers, debit network providers, gift card and other stored vnlue and loyalty program providers. Payment Bralid also includes the Payment Card ladusuy Security Standards Council. "Payment Brand Rales" are the bylaws, rules, and regulations, as they exist front time to time, of the Payment Brands. "Card Lrfornration" is information related to a Customer or the Customer's Card, that is obtained by you or Invoice Cloud, Inc. from the Customers Card, or from. the Customer in connection with his or her use of a Card (for example a security code, a PIN number, or die customer's zip code when provided as pan of an address verification system). Without limiting the foregoing, such information may include a the Card account number and expiration date, the Customer's name or rime of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically or otherwise stored thereon, "Paynrentech", "toe", "our", and "its" is Paymentech, LLC, a Delaware limited liability company, having its principal office at 14221 Dallas Parkway, Dallas, Texas 75254. "Security Standards" are all rules, regulations, standards or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Instrument Information, including but not limited to the Payment Card Industry Data Security Standards ("PCI DSS'), Visa's Cardholder Information Security Program ("CISP"), Discover's Information Security & Compliance Program, American Express's Data Security Operatrig Policy, MasterCard's Site Data Protection Program ("SDP'), Visa's Payment Application Best Practices ("PABP"), the Payment Card Industry's Payment Application Daut Security Standard ("PA DSS"), MasterCard's POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may 6c amended from time to time. "Transactiart" is a transaction conducted between a Customer and you utilizing a Card in which consideration is exchanged between the Customer and you. Please acknowledge your receipt of these instructions and guidelines and your agreement to comply [herewith. Agreed and Accepted by: City of Santa Ana MERCHANT LEGAL NAME (Print orT)TO 20 Civic Center Plaza, Santa Ana, CA Addh~s ((Print or Type) �p N By (authurised signature) Francisco Gutierrez, Finance Director By, Naine, Title (Print orlvpe) \\ I I Doll Agreed and Accepted by: PAYML-NTECII, LLC for itself and on behalf of 1PMORgbAgAW,E BANK, N.A. 92701 `45Fa9Cr4FACF42F... Print Name: Davit) Miller Title: Vice Presides Credit Onemtions December 11, 2015 Address: 4 Northeastern Boulevard, Salem, N1103079 ItIIF.ByyAL tpr r U..: ---- -- neva Vl4 Merchant Name: City ol'Santa Ann ^ ` Page 3 ol'3 P ntenlu•6 CuntroO Nc.Ob357a 25C-35 DocuSign Envelope ID: 77490F52-CF5B-4828-AB2G2CB9947EC063 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Santa Ann CHASE ®,TM Pay entedl Schedule A to Merchant Agreement Visa Settled Transactions See Volume Schedule MasterCard Settled Transactions See Volume Schedule American Express Conveyed Transactions No Charge Diners Settled Transactions See Volume Schedule Discover Settled Transactions See Volume Schedule JCB Settled Transactions No Charge Visa Authorizations See Volume Schedule MasterCard Authorizations See Volume Schedule American Express Authorizations See Volume Schedule Diners Authorizations See Volume Schedule Discover Authorizations See Volume Schedule JCB Authorizations See Volume Schedule •• - of the helu�v enis Visa Auth Reversal - Visa authorization reversal misuse prevention See Volume Schedule MasterCard Auth Reversal - Visa authorization reversal misuse prevention See Volume Schedule Audio Response Unit Authorization — Charged when voice auth is handled by automated system $.50 Voice Authorization -Charged when you call the Voice Auth phone number to authorize a credit $.90 card Voice AVS Request- Charged to speak to voice operatorfor each Voice Address Verification 90 request _ - $ Voice Authorization Reversal - Charged for each voice authorization reversal $.90 Voice AVS Authorization - Charged per each voice Address Verification Service authorization $1.75 Voice Operator Assist - Charged for each voice operator assistance $1.75 7Visa, MasterCard, Diners, Discover, JCB Settled Chargeback Processed or Represented $7.00 Visa, MasterCard, Diners, Discover, JCB Collection, Pre -Arbitration or Compliance $10.00 Rev07115 of 4 Date: 8/3/2015 '3. 'One Time and Periodic Fees One T68 Fe s 4. —6ther.riaos" Per Inciden cb'Fees — Statement & SL , tot a ,ss6d,throtjgh their assessments, data t Brand Fees ",16 :ally, lefeffocl to hwein a DocuSign Envelope to: 77490F52-CF5B4826-AB2C-2C89947EC063 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Santa Ana er . • • s r Charged on MasterCard Gross Sales volume. See MC Acquiring License Fee' Additional information under Payment Brand Fees .004% below. MC Digital Enablement/Card Not Present Charged on MasterCard Card Not Present Gross Sales .010% Fee volume. Charged by Discover on all authorizations for card Discover Network Authorization Fee transactions that are settled through the Discover $.0025 Network MC AVS Auth Access Fee - Card Present Charged by MasterCard when a merchant uses the $.01 address verification service to validate a cardholder $.01 MC AVS Auth Access Fee -Card not present address Charged by MasterCard when an authorization is MC Auth Access Fee reversed or the authorization is provided by MasterCard $.005 if the card Issuer is not available Charged by MasterCard when a merchant submits the MC Card Validation Code 2 Fee Card Validation Code 2 (CVC2) In an authorization $.0025 request MC Account Status Fee - Intra -regional Charged by MasterCard or Visa when a merchant uses this service to do an inquiry that a card number is valid $0.025 MC Account Status Fee - Inter -regional $0.03 Visa Zero $ Acct Verification Fee $0.025 MC Zero $ Acct Verification Fee No Charge MC Processing Integrity Fee Charged when a card is authorized but not deposited and the authorization Is not reversed in a timely manner $0.055 Visa Misuse of Authorization Fee $0.048 Visa zero floor limit fee Charged when a transaction Is deposited but never $0.10 authorized Visa Transaction Integrity Fee Applies to Visa signature debit cards that don't qualify $0.10 for CPS MasterCard Cross Border Assessment Charged by MasterCard, Visa, Discover, Diners and JCB on foreign bank issued cards 0.40% Visa International Service Assessment 0.40% Discover, Diners, & JCB International Service Fee .55% Visa Interregional IAF Fee (other MCC'e) .45% Visa Interregional IAF Fee (high VisitMCC's) .90% Additional fee charged by Visa, Discover, Diners and MC International Support Fee JCB on foreign bank issued cards .850/6 Discover, Diners, & JCB International Processing Fee .40% Visa Partial Auth Non -Participation Fee pumies to Petroleum merchants using automated fuel $0.01 ps Visa Fixed Acquirer Network Fee - visa Fixed Acquirer Network Fee is a monthly fee assessed by Vise per tax ID based on Merchant Category Code (MCC), dollar volume, number of merchant locations, and whether the Pass -Through physical Visa card Is present or not present atthe time of the transaction. This fee can vary monthly. DocuSign Envelope ID: 77490F52-CF58-4826-AB2C-2C89947EC063 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for. City of Santa Ana Payment Brand Fees A substantial amount of the fees that we charge for processing Transactions consists of charges that we must pay to the Payment Brands and card Issuing banks (or that are otherwise charged to us by the Payment Brands and card issuing banks) under the Payment Brand Rules. These charges (collectively referred to in this Schedule A as "Payment Brand i Include, but are not limited to, interchange, assessments, file transmission fees, processing fees, network access fees, and cross border fees. Whether a particular Payment Brand Fee applies is based on several factors, like the type of Payment Instrument presented, specific information contained within the Transaction, how and when the Transaction is processed, and the merchant's domicile and industry. Please note that Paymentech may, from time to time, elect not to charge you for certain existing, new or increased Payment Brand Fees. If we elect not to charge you, we still reserve the right to begin charging you for existing, new or increased Payment Brand Fees at any time In the future, upon notice to you. No such Payment Brand Fees will be imposed retroactively. Additional Information about significant Payment Brand Fees (Interchange and Assessments), can be found at: www chaseoavmenfech coomnnte,rchange and assessment understanding html 'MasterCard assesses the MasterCard Acquiring License Fee annually to each Acquirer based on the total annual volume of MasterCard -branded sales (excluding Maestro PIN debit volume) of its U.S. domiciled merchants. To fairly distribute the fee across all Paymentech MasterCard -accepting merchants, a rate of .004% will be applied to all of your MasterCard gross sales transactions. Amount duo upon Termination In addition to the other amounts due under this Agreement Qncluding with limitation, the fees and charges described in thls Schedule A), you may owe an amount In the event you terminate this Agreement. Whether you will owe that amount, and how much you will owe, will be determined In accordance with the terns of the Agreement, including, without limitation, the "Termination" section. Tier 1 First 1,000,000 1 —1,D00,000 $,03 .05%1 $.03 $.10 Tier 2 Next 9,000,000 1 1,000,001-10,000,000 $.02 .03% $.02 $.05 Tier 3 Over 200,000 10,000,001 + $.01 .02% 1 $.01 $.035 The above grid applies to Bank Card, Discover, and Diners transactions beginning as of the date of the first submission of Bank Card Transactions to Paymentech and continues for the term of the Agreement. We agree to rebate fees only In the case where we fail to reduce the transaction fee when Merchants volume reaches the next grid level. Intemaf Paymentech Uso On RevO7115 Paymentech Contract No.: 063576 Page 4 of 4 Date: 8/3/2015 CHASE C Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896.8715 • Morchant—Servlces@ChasePayrnentech.com Pay"me-S"9t�?er h Addendum for Application for Credit Card Processing Service Agreement/New Division Request Date: 8/5/15 Company ID#: Projected Live Date: 12/14/15 SECTION 1; COMPANY/CONTACT INFORMATION. Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID#: 26 3972596 Contact Name: Robert Lapides Phone #: (781) 848-3733 EXT 223 Fax #: 877-256-8330 Email Address: blapides@invoicecloud.com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Santa Ana and is a ❑ wholly-owned ❑ partially owned ® affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) 1, Robert Lapides EVP (Print Name) (Title) .verify that the account set-up information is accurate, that I have the authority to make such a request and thus, it should be used to set up an additional account for our company. 'SECT{O;N �; B.I.ISINESS UNIT ifdlf#er`eriC#oirl�ttviston nam '- Parent Business Unit (up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: City of Santa Ana NP to 30 bytes) Business Unit #: SECTft7N���'�1I1l7fNG, t`ne�+bdttk/ `ss�sec¢%n=,9 If funds should be deposited to an existing bank account please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentech? ❑ Yes or ❑No If yes, Bank Account # (Section 9 does not need to be completed) If funds should be deposited to an existin sfe funds tranr Instruction please complete the followin If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?❑ Yes or []No trno, a new FTI will be created. If yes, provide FTI # (Section 9 does not need to be completed) Revt t/18/10 25C-40 NewDivisionSetup/cboo CHASE 01.'Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com PciIJn"6'@eYtt&?ch Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merohant—Services@ChasePaymentech.com SE-CTION 4::1099K CONTACT INFORMATION (w-9 required if new uS entity and/or taxpayer la, W-8 required for Canadian entities) _ ... . Transaction Division's Taxpayer ID #/No, 95-6000785 Same as Corporate Yes ❑ No 1099K Contact Name Francisco Gutierrez SECTION 4a:'TRANSACTION `DIVISION 1099K Contact email address : fgutierrez@santa-ana.org ass listed an the W.a suoolled (onto reaulred If different than Corporate) Division Name: City of Santa Ana- Business License (up to 30 bytes - this will appear on your Financial Reports) Currency (list only 1 each per division): Presentment: US Settlement: US ***It using our Cross Currency Product —please provide both the Presentment and the Settlement Currencies • The following field appears on the customer's statement and Identlfles the merchant name for the consumer and credit card organizations. To further aid consumer recognition, Visa has sanctioned the abbreviation of the merchant name. It must be separated from product Information by an asterisk ('), which must appear in the 4th, 8th or 13th position. The asterisk cannot be used for Retail Merchants. Internet service providers, e-commerce merchants may utilize a URL Instead of Customer Service Phone If not processing any Mall -order transactions (URL must only be 13 bytes) Cardholder Descriptor (For all card types with the exception of American Express): FCTI I t I y I I o I f I I S I a I n I t I a I I A I n I a Customer Service Phone #: Required for Mall Order or Recurring) City: (Required for Retail) IRL: (optional, 1 phone# provided above) (13 (13 (13 7 1 4 - 6 4 7 - 5 4 0 0 (22 bytes) bytes) bytes) bytes) Division Location Address: 20 Civic Center Plaza Country: USA (Must be a street address, PO Boxes not acceptable) City: Santa Ana State/Prov: FC A Zip Code (US): 9 2 7 0 1 (For Retell -City above must match City Location) Postal Code (Intl): I I I I I Postal Code (Can): (e bytes) (State/Province and Postal/Dp codes must match the address given above) Product/Service Description (Enterprodwxdesc4/ptim,le. clothing, g I u I s I i L i c e n s e books, membership) Publication Descriptor (Please provide onlyif required by your submitter): Avg. Trans. $ Amt: 380 Avg. # Trans./Yr: 240 Projected Refund % 10 BPS How do you market this product? (Check only those that apply to this division) ❑ Catalog ❑ Direct Mail ® Internet ❑ Space Ad ❑ TV ❑ Outbound Telemarketing ❑ Other How will consumers provide credit card information to you when they order this product? (Select only one): ❑ Retail ❑ MaillPhone(Marketing Material Required) E Internet(Pleaseprovide your uRL): http:// www.invoicecloud.com/santa- ana If Internet Is selected and the website Is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain from Merchant Services or your account executive. If Internet, please advise: Select one: ® SSL ❑ SET ❑ No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check info) through this website? ® Yes ❑ No Is the web site secure, I.e., will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? ®Yes Elmo Maximum Sale $125k Transaction Amount: (Default $25,000 U.S, dollars or established International currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default $25,000 U.S, dollars or established international currency equivalent per transaction) (Approval will be required for any temporary or permanent increases to this calling limit). Please check the consumer's payment option for this division: (Select only one): Rev11/18/10 25C-41 NewDivislonSetup/aboo CHASE C ' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Paymentech Phone: (603) 896.6000. Fax: (603) 898-8715 • Merchant_Services@ChasePaymentech.com 4: Please check below if applicable: E Bill Payment (A Bill Payment transaction Ise transaction loran ongoing service/billing cycle that is known and agreed upon in advance by the merchant and cardholder. i.e. Membership or Insurance, etc.) Do you stock product? ❑ Yes E No Do you provide custom orders at time of sale? ❑ Yes E No Do you own the product at the time of sale? E Yes ❑ No Do you drop ship the product? ❑ Yes E No If yes, what %: Are you filling your own merchandise orders? E Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone # : SECTION 5 CHARGEBACK CONTACT (required) IQA.('Managerlsupernsor=onewho assigns work to MCAs). (Required lorietall and Discover) MRQA (Afanager/supervr, or= one who assigns Wor 6 MRAs) NOTE. Thl9 cdntact may receive any exception documer)ts ihafrh y need tp tie mailed ar,'fexed, if ndt particlpet ngrlri_Chargeback;. Mans' ementthis will be the default coritactfor Cha ebaek Mailin ; second co : ct. Ill not tie re ulred Location: ❑ Merchant E Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: E Mr. ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title: CTO Phone #: 703-825-3525 Ext: Fax #: 877-256-8330 Alternate Fax M Email Address: jmorabito@invoicecloud.com Address: 1815 Beulah Rd City: Vienna State/Prov: VA Zip/Postal Code: 22182 Country: USA Will this contact require access to: Transaction History ❑ Report Center ❑ both E ? Account Masking for this contact? E Yes ❑ NO Does this contact have a Paymentech Online User ID? []Yes ENo If yes, provide User ID: CHAREBAGK,COCyTAG7 (regt»Eetl)MCA(kierC/tantitargohac{rYtalyst tineiihpworks:the,chatgetracksJ Ra rt�r"¢'diarrelailandDtscoYe! MR14 lNdCch9nERelrievalArie sf tln3who-worksthe,retnevale E Same as above (check here if the MCA/MRA Contact is the same as the IQA/MRQA contact) Location: ❑ Merchant ❑ Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ❑ Mr. ❑ Mrs. ❑ Ms. First Name: Last Name: Title: Phone #: Ext: Fax #: Alternate Fax #: Email Address: Address: City: State/Prov: Zip/Postal Code: Country: Will this contact require access to: Transaction History ❑ Report Center ❑ both ❑ ? Account Masking for this contact? ❑ Yes ❑ No Dees this contact have a Paymentech Online User ID? ❑Yes ❑No If yes, provide User ID: Rev11 /18/10 25C-42 NewCivlslonSetup/obco CHASE Cy' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com Phone: (603) 8956000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION G: PRODUCTS & SERVICES Please indicate if you will be using any of the following additional services. Please note that some of these services May require an additional contract addendum and/or information if you currently do not have the service. (For information on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: (Default Is 3 if left blank) # of days between attempts: _ (Default Is 3 ifleft blank) Output Options: ❑ Total recommended ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US Only. Canada & UK Onlv): ❑Submitting or ❑Extracting (If extracting Indicate # of Days: _ (1-180 days) (If Orbital Gateway For UK -Account Updater Visa EU Merchant ID required _ SECTION 7. METE 010 flF.pAY1VIENT ® Visa ® MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro/Switch Solo (UK domicile and GBR currencyonly) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address In the United Slates. As a default Discover Diners added whenever Visa and MC ere added.) ❑ Discover Canada (CAD only) ❑ Discover Diners Canada (CAD only) ❑ Private Label vendor: Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendor to obtain these attributes — for example — HRS Household — Please provide Credit Plan #) ® Discover (conveyed only) (Us only) SE# I I I I I I I I I I I 1 (15 bytes) ❑ American Express(conveyer/) SE# I I I I I I I I 1 (10 bytes) As a rule: (US SE should begin with "f -B", International SE should begin with a '9", Canadian SE should begin with a '93, International SE valid on some cross currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor: (Appears on yourAmorican Express cardholder statement)(All other card types use descriptor in Section 4) (20 bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Doyousupport American Express Partial Auths? American Express - Yes ❑ No ❑ For American Express Only, if yes — please select the following applicable option: Auth and Balance Return ❑ Partial Auth ❑ Both ❑ How have you been classified as a merchant by American Express?: (please select ane) ® Electronic Check Processing Parameter (US and Canadian only) Company Name:. C i t y o f S a n I t I a I A I n I a I (16 bytes) item Description: L i c e n s e (10 bytes) Preferred Delivery Method: (select only one) ® Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACH/EFT (US & Canada) Redeposit Parameter? ❑ Yes ® No Indicate # of Days: 0 The default is "1" How do you obtain authorization from consumers? (select on/yons) ❑ Written consent ❑ Telephone ® Internet ECP Maximum Sale (If blank, these amounts vAll default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount TransaCtlon Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) (Approval will be required for any temporary or permanent Increases to this telling limit). Rev11/18110 25C-43 NevvDivisionSetup/cboo CHASE !.1- Merchant Servlces . 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Paymentech Phone: (603) 898-6000 • Fax: (603) 898-8715 • Merchant_SeMces@ChasePaymentech.com SECTION 7: ME7`KODS OF PAYMENT continued PINIess Debit (Not applicable for retalimerchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Aoollcable to retell merchants onlvl PIN BASED DEBIT Requires a PIN Pad — please complete section 8, Item #4, entitled "Will you be using a Point -of -Sale terminal (US and Canada only) or Point -of -Sale software?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Interlink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, CU24) EBT required: Yes ❑ or No ❑ ? FCS# required if processing food stamp transactions: ❑ Gift Card (U.S. only) ❑ BIII Me Later® payment option (US only) ❑ European Direct Debit For EURO only., (Valld only for Euro currency divisions Descriptor (16 bytes) Default will be the first 16 characters ofyour Cardholder Descriptor unless otherwise noted Please select country(s) in which you will offer Direct Debit., AT (Austria) ❑ BE (Belgium) ❑ DE (Germany) ❑ NL (Netherlands) ❑ FR (France) ❑ For GBP only: a/ld only for GBP currency divisions) Descriptor (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country: UK ❑ Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The default is °t^ ❑ PayPal (valid for US currency only) Payer Email Address: (32 character limlt) (must be a unique email address belonging to the merchants business and must be working of the time of account creation. Note: No two accounts or divisions can share the same Payer email address.) Customer Service Email Address: (127 character limit) Primary Contact Name: Phone: Email: Descriptor : I P I A I Y I P I A I L" I I I I I I 1 (18 bytes) Business Name: Customer Service Phone# (Optionaq (75 character limit and must not contain the following characters &, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(Include http:) ❑ Other Avg.Transaction Price: $ Avg. Trans/Yr: Percent of Annual revenue from online sales: % Authentication Method: (the method by which you (the merchant) will authenticate your customer with PayPal—you must choose only one PayPal Direct ❑ Cardinal Commerce Centinel ❑ (if Cardinal Commerce Is Involved, please complete the following): Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? Yes ❑ No ❑ Time Zone (based on merchants location) : SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11/18110 25C-44 NewDlvisionSetup/cboo CHASE CO' Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896.8715 • Merchant_Services@ChasePaymentech.com SECTION 8: PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? E Merchant ❑ Other Co. Name: Invoice cloud (i.e. fulfillment co, or ECommerce provider) If known, please provide.the Presenter ID # (PID): or Submitter # (SU): ❑ 1. Will you be submitting transactions from a computer system? What is the name of the manufacturer and model of your computer platform? What is the name of the manufacturer and model of your modem? ❑ Internal ❑ External Will you be coding to Chase Paymentech specifications? ❑ Yes E No Will you use NetConnect Batch for Connectivity? ❑ Yes E No Will you use NetConnect for connectivity for online authorization only? ❑ Yes E No If yes, NetConnect Contact Name: Email: Userld (if existing): Phone: If applicable, name the software vendor and application you will be using to format your files: ❑ 2. Will you be using the Orbital Payment Gateway? 'If this Is the first division using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact*: Tony Cordova UserlD (if existing) Address: 642 E Washington St. City: Brownsville State: TX Zip/Postal Code: 78520 Country: USA Phone: 956-542-6825 Email (required): tcordova@invoicecloud.com *Primary contact must be the merchant contact for security needs. Auto -Settle Time: none El AM or❑PM To meet 10 ET Host window, this should be set no later than Bpm to allow Gateway to settle. Merchant Time Zone: NA Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Profile Management required? ❑Yes or ENo Level of access: ❑ Merchant or ❑ Chain (select one, default is merchant) VT Import Functionality? ❑ Yes ❑ No Auth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (Default is 8) # of Days between attempts: [13. Will you be using: ❑ Paypal/Verisign ❑ CyberSource ❑ 4. Will you be using the ITerminal? (retail divisions only) Primary Contact": UserlD (if existing) Address: City: State: Zip/Postal Code: Country: Phone: Email (required): 'Primary contact must be the merchant contact for security needs. Auto -Settle Time: ❑ AM or ❑ PM To meet 10 ETHost window, this should be set no later than 8pm to allow Gateway to settle. Merchant Time Zone: Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Magtek Reader Needed? ❑Yes [-]No If Debit, PinPad Needed? ❑Yes ❑No If Yes, NBS7100❑ or Verifone SC5000❑ (if Yes, Magtek Readers are purchase only) (ITerm/nal Is only certlBed to utilize the above PlnPads and are purchase only) Rev11118/10 25C-45 New Division/cboo CHASE O® Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Paymentech Phone: (603) 896-6909 • Fax: (803) 896-8715 • Merchant—SeN]ces@ChasePaymentech.com SECTION B- PROCESSING METHOD conilnued ❑ 5. Will you be using a Point-of-sale terminal (US & Canada only) or Point -of -Sale software? Point of Sales Software: POS/Software Name: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial El NetConnect❑(if NetConnedsee requirements below) If NetConnect: Where is your software hosted/configured? Corporate location❑ or Division location[] NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity?(for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: E o u i p m e ntf Te rm i n a Is: Will you ❑ Purchase? ❑ Rent? (US Only) ❑ Use existing equipment? ❑ Yes ❑ No If purchase or rent, date needed by: Terminal quantity? Printer quantity? Terminal/Equipment Type: Printer Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑(ffNetconnectsee requirement below) NetConnect Contact Name: Email address: Userld If existing: Phone: PIN Pad Type and quantity? (for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Store Phone #: Terminal Line Phone #: Customer Service Phone # ('If different then Store Phone #) Equipment/Kits/Imprinters Ship To Address (if different than store location) Please ensure a contactwlll be available to accept shipment: Street Address: City: State/Prov: Ship to contact's phone#: Store Opening Date: Dial Out Prefix (9,8,5): Attention to: Default will be Store Manager Zip/Postal Code: Ship to contact's email: Special Requirements: Country: Do you require a "re -program" kit? (overlay, quick reference guide, etc.) Yes[] No❑ Do you require an Imprinter? ❑Yes ❑No Type of Imprinter required: With Dater ❑ or Without Dater ❑ Do you require an Imprinter Plate? ❑Yes []No Do you require a Welcome Kit? (this includes sales drafts, credit drafts, etc) Yes❑ No❑ Rev11118/10 25C-46 New Dlvlsion/shoo CHASE Cp,. Paynnentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com • ' Phone: (603) 896-6000 •. Fax: (603) 896-6715 • Merchant_Services@ChasePaymentech.cwm Nnfa• When coHlnn un mrdHnin hank aer-nunfa_ nlaaca rmmnlafe a canarate form for each" SECTION 9: '.BANK ACCOUNT: I N FORMATION . .. Check only one . Settlemerit Currency In whlah we Deposit Complete all sections . of the 7 options will fund to you (Country Where your Bank. Acct .listed: below. Resides)* ' Please Note: Swift code is required if your division is located outside of the US or Canada and is settling funds in USD. Wire transfer re ulres hoth ACH ABA# and Fedwlre#/Routin . Option #10 USD USA A, E Bank Account #: 935309500 Company Name: (As appears on Bank Account) Financial Institution Name: J.P Morgan City: Irvine State: CA Zip/Postal Code: 92614 ® Checking OR ❑ Savings See section A Note section Option #2 0 CAD CAN B1 to B3 E Option #3 El USD CAN B1 to B3 D3 D4, E Option #4 ❑ USD Int'I C1 to C3, D1, D3, D4, E list count funds are being deposited in Option 95 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as Cl and/or C2, C3, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, presentment/settlement currency ❑NZD, ❑ZAR Option # 6 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ If DIFFERENT than Settlement C1 and/or C2, C3, D1 HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, Currency and/or D2, D4, E ❑NZD, ❑ZAR, ❑USD Int'I list country funds are being deposited in Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ CAN B1 to B3, D1, D4, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, NZD ❑ZAR 9e660h*. -US BANK ACGOUN'( INF'ORMAT1f5N select only one method of transfer N ACH Transfer 3 1 2 1 2 2 7 1 6 2 7 (ABA #) ❑ WireTransfer (See Note) (FedwireWRouting #) ❑ Swift Transfer (see Note) (Swift Code: is to it bytes) Please Note: Swift code is required if your division is located outside of the US or Canada and is settling funds in USD. Wire transfer re ulres hoth ACH ABA# and Fedwlre#/Routin . Special Wire Instructions: 60 b es Bank Account #: 935309500 Company Name: (As appears on Bank Account) Financial Institution Name: J.P Morgan City: Irvine State: CA Zip/Postal Code: 92614 ® Checking OR ❑ Savings City of Santa Ana Country: United States 131 Institution Number. B2 Swift Code: (8 to 11 bytes) B3 Bank Account# Financial Institution Name: City: ❑ Checking OR ❑ Savings Province: EFT Branch Transit Number: (required if settlement is USD) Company Name: (As appears on Bank Account) Postal Code: Country: Canada Rev11/18/10 25Q-47 New Division/cboo CHASE moi,„ p alt' entech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Marchant—Services@ChasePaymentech.com C1 Swift Code: (8 to 11 bytes) C2 Sort Code: (Required in Great Britain C3 IBANBank Account # Company Name: (As appears on Bank account) Financial Institution Name: City: State/Province: Special Wire Instructions: (60 bytes) Postal Code: Country: 5ebtiofiD: INTfRMEDIARYICLEARINGBAN'FCA GOUNtIN�4)R.MA1fQN -Note: 'r-grint'Ipe o'9&olnh:dlYaU hJ.t+Mor Bh Chase.iri Lond-n ddtarmedl is'dq(re aired �Cdrir 7afe S9CUoii C'.onl D1 Swift Code: (8 to 11 bytes) D2 Sort Code: (Required in Great Britain Only) D3 Wire Transfer: (USA Only) (Routing #) D4 Financial Institution Name: City: State/Province: Postal Code/Zip: Country: Special Wire Instructions: (60 bytes) �eai♦on E 5t nai;ure .. .:. _. . 'On behalf of City of Santa Ana I, Francisco Gutierrez represent and warrant (Merchant Legal Name) (Print Name) that I have the authority to add banking information and I verify that the above banking information Is accurate and should be used to transfer funds accordingly." Finance Director Authorized Signature* Title Date (-must De signed ay Executive or Financial contact) Note: In order to process this request, please attach an original voided check (starter check or bank statements not applicable) or a bank letter of verification. -•_----------------------------------------------------------------------------------------------------------------- ATTACH VOIDED CHECK HERE Rev11/18110 25C-48 New Division/cboo CHASE �i' paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896.6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 1A. REPORT CENTER AND TRANSACTION HISTORIC ACCESS fORM 1. Please be sure to Include the information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center. 2. Report delivery will be web based via Paymentech Online. 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes in Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of changes to or elimination of Paymentech Online Users. Please be sure to complete all fields below. Salutation: Check one: ® Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/postal Code: 02184 Country: USA Email Address: (40 bytes) blal ides@invoicecioud.com (username@domain. com) Does this contact have a Paymentech Online User ID? ❑ Yes ® No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Bath Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? Salutation: Check one: ❑ Mr. ® Ms. ❑ Mrs. Name: Deborah Bowler Title: VP of Operations Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) dbowler@invoicecloud.com (usemame@domain. com) Does this contact have a Paymentech Online User ID? ❑ Yes ❑ No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? oradiI PON Users, please.submltadsl.lltlonali'om'tiS3 1, Robert Lapides , EVP verify that the (Print Name) (Title)' contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History and/or thl Report Center. *must be s gned Ily Executive or Financial Contact) Ravi Ill 8!10 25Q-49 New Division/cboo CHAS E a" Merchant Services. 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Pelyrt<Sentech Phone: (603) 898-8000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.cum Date: 8/5/15 Addendum for Application for Credit Card Processing Service Agreement/New Division Request Company ID#: Projected Live Date: 2/12/15 'SECTION 1: COMPANY/CONTACT INPORMATION Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID#: 26 3972596 Contact Name: Robert Lapides Phone #: (781) 848-3733 EXT 223 Fax#: 877-256-8330 Email Address: blapides@invoicecloud,com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Santa Ana and is a ❑ wholly-owned ❑ partially owned ® affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) I, Robert LapidesEVP (Print Name) (TWe) verify that the account set-up Information is accurate, that I have the authority to make such a request and thus, it should be used to set up an additional account for our company. 1IR Tit j t, *0SIi1 .11 1I,T , ff t/fferen# lrartt dflti n rr7rnel- <. .. Parent Business Unit (up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: Cit of Santa Ana (up to 30 bytes) Business Unit #: SEG7ti N 3 Rtl1VI77NG. rFnauubankfne see Seefir rr;q If funds should be deposited to an existing bank account please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentech? ❑ Yes or []No If yes, Bank Account # (Section 9 does not need to be completed) If funds should be deposited to an existing funds transfer instruction please complete the following: If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?❑ Yes or ❑No If no, a newl'TIwill be created. If yes, provide FTI # (Section 9 does not need to be completed) Rev11/18/10 25C-50 NewnivisionSetup/cboo CHASEO" Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Pm^1pritente'ch Phone: (803) 898-8000 • Fax: (803) 898.8715 • Merchant—Services@ChasePaymentech.com SECTION 4:1099K CONTACT INFORMATION (W-4 required if new us entity and/or taxpayer to, W8 raqulred for Canadian Transaction Division's Taxpayer ID #/No. 95-6000785 Same as Corporate Yes ❑ No 1099K Contact Name Francisco Gutierrez 1099K Contact email address SECTION.4a:TRANSACTION DIVISION fgutierrez@santa-ana.org Division Name: City of Santa Ana - Dog License (up to 30 bytes - this will appear on your Financial Reports) Currency (list only i each per division): Presentment: US Settlement: us "' If using our Cross Currency Product —please provide both the Presentment and the Settlement Currencies • The following field appears on the customer's statement and Identifies the merchant name for the consumer and credit card organizations. To further aid consumer recognition, Mae has sanctioned the abbreviation of the merchant name. It must be separated from product Information by an asterisk ('), which must appear In the 4th, 8th or 13th position. The asterisk cannot be used for Retail Merchants. Internet service providers, e-commerce merchants may utilize a URL instead of Customer Service Phone If riot processing any Mall -order transactions (URL must only be 13 bytes) Cardholder Descriptor (For all card types with the exception of American Express): C 1 i 1 t I y I I o I f S I a n I t I a A n I a Customer Service Phone #: Required for Mail Order or Recurring) City: (Required for Retail) IRL: (opticnal, If phone# provided above) (13 (13 (13 7 1 4 - 6 4 7 5 4 0 0 (22 bytes) bytes) bytes) bytes) Division Location Address: 20 Civic Center Plaza Country: USA (Must be a street.address, PO Boxes not acceptable) City: Santa Ana State/Prov: I C I A Zip Code (US): 9 2 7 0 1 (For Retail -City above must match City Location) Postal Code (Intl): I I I I I IPostal Code (Can): (5 bytes) (State/Province and PoslaUZlp codes must match the address given above) Product/.Service Description (Enterproduct description, i.e. clothing, D I 0 I g L I C e n S I e !woks, membership) Publication Descriptor (Please provide only if required by your submitter): Avg. Trans. $ Amt: 25 Avg. # Trans./Yr: 3000 Projected Refund % 10 BPS How do you market this product? (Check only those that apply to this division) ❑ Catalog ❑ Direct Mail ® Internet ❑ Space Ad ❑ TV ❑ Outbound Telemarketing ❑ Other How will consumers provide credit card information to you when they order this product? (Select only one): El Retail ❑Mail/Phone(MarketingMaterial Required) Elnternet(Pteaseprovide your URL):http:// WWW.InVoiC8Cl0Ud.COm/Santa aria If Internet Is selected and the website is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain from Merchant Services or your account executive. If Internet, please advise: Select one: E SSL ❑ SET ❑ No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check info) through this website? E Yes ❑ No Is the web site secure, i.e., will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? EYes ❑No Maximum Sale $125k Transaction Amount: (Default $25,000 U.S. dollars or established Intematlonal currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default$25,000 U.S. dollars orestablished International currency equivalent per transaction) (Approval will be required for any temporary or permanent increases to this ceiling limit). Please check the consumer's payment option for this division: (Select only one): Revl l/18110 25C-51 NewDivlsionSetup/cboo CHASEO" Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com PaymentechPhone: (603) 896.6000 • Fax: (603) 896-8715 . Merchant_Services@ChasePaymentech.com SECTION 4: TRANSACTION. DIVISION (continued) Please check below if applicable: ® Bill Payment (A Bill Payment transaction is a transaction for an ongoing servicelbliling cycle that is known and agreed upon In advance by the merchant and cardholder. i.e. Membership or Insurance, etc) Do you stock product? ❑ Yes ® No Do you provide custom orders at time of sale? Do you own the product at the time of sale? ® Yes ❑ No Do you drop ship the product? ❑ Yes ® No If yes, what %; Are you filling your own merchandise orders? E Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone #: ❑ Yes ® No SECTION 5 CHARGEBgC4r CONTACT frequlretl) IGIA(ManagaMsuperlusor=one who assigns work to MCAs) ((3eq /neH for retail and Discover) MRQA (Ma'nagei'lsupervis6�- one who:assigns work to MRAs) NOTE This cghtact.may receive any exception dpciimerits that may teed to be, mailed or fazed if not.participating.tri. Chargaback Mana argent Is wiltbe tha default cdntae 1' r hat Marlin 'second cohtebhwtli rrotbe ie u a Location: ❑ Merchant ® Submitter []Fulfillment (check one) If Submitter/Fulfillment, Name: ® Mr. ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title: CTO Phone M 703-825-3525 Ext: Fax #: 877-256-8330 Alternate Fax #: Email Address: Imorabito@invoicecloud.com Address: 1815 Beulah Rd City: Vienna State/Prov: VA Zip/Postal Code: 22182 Country: USA Will this contact require access to: Transaction History ❑ Report Center ❑ both ® ? Account Masking for this contact? ® Yes ❑ NO Does this contact have a Paymentech Online User ID? ❑Yes ®No If yes, provide User ID: CHA (3EB GlC-GON fAG7 `(regt)rr ,q). MCA (Merchant Ch2rgshac((AnBlyst ane who works the;:chgrgaback s) . . Re illred foul fait and I)isodver MRA Merchant Retn'evalAndl'' t;- on who`works the retrievals ® Same as above (check here if the MCAIMRA Contact is the same as the IQAIMRQA contact) Location: ❑ Merchant ❑ Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ❑ Mr. ❑ Mrs. ❑ Ms. First Name: Last Name: Title: Phone #: Ext: Fax #: Alternate Fax #: Email Address: Address: City: State/Prov: Zip/Postal Code: Country: Will this contact require access to: Transaction History ❑ Report Center ❑ both ❑ ? Account Masking for this contact? ❑ Yes ❑ No Does this contact have a Paymentech Online User ID? ❑Yes ❑No If yes, provide User ID: Rev11/18110 25C-52 NewDivisionSetupleboo CHASE 0 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Pa1fp'S"ien$e4rh Phone: (603) 896-6000. Fax: (803) 898.8715 • Merchant—Servlces@ChasePaymentech.com SECTION S: PRODUCTS & SERVICES Please indicate if you will be using any of the following additional services. Please note that some of these services May require an additional contract addendum and/or information if you currently do not have the service. (For information on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: (Default is 3 if Jeff blank) # of days between attempts: _ (Default Is 3 if left blank) Output Options: ❑ Total (recommended) ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US Only. Canada & UK Only): ❑Submitting or ❑Extracting (if extracting Indicate # of Days: _ (1-180 days) (if Orbital Gateway For UK -Account Updater Visa EU Merchant ID required _ SECTION TiMETHOCifi Of PAYMENT E Visa E MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro/Switch Salo (UK domicile and GBR currency only) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address in the United States. As a default Discover Diners added whenever Visa and MC are added.) ❑ Discover Canada (CAD only) ❑ Discover Diners Canada (CAD only) ❑ Private Label vendor: Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendor to obtain these attributes— for example — HRS Household — Please provide Credit Plan #) E Discover (conveyed only) (US only) SE# I I I I I I I I I I I I (15 bytes) ❑ American Express(conveyed) SE# I I I I I I I I I (Io bytes) As a rule: (US SE should begin with '1-8", International SE should begin with a "9", Canadian SE should begin with a 93; International SE valid on some cross currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor: (Appears on your American Express cardholder statement)(AII other card types use descriptor in Section 4) (20 bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Do you supoort American Express Partial Auths? American Express - Yes ❑ No ❑ For American Express Only, if yes — please select the following applicable option: Auth and Balance Return ❑ Partial Auth ❑ Both ❑ How have you been classified as a merchant by American Express?: (please select one) E Electronic Check Processing Parameter (US and Canadian only) Company Name: Item Description: I D I o I g L I i I c I e I in I s (10 bytes) Preferred Delivery Method: (select only one) (16 bytes) E Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACH/EFT (US & Canada) Redeposit Parameter? ❑ Yes E No Indicate # of Days: 0 The default is °1" How do you obtain authorization from consumers? (Select on/yons) ❑ Written consent ❑ Telephone E Internet ECP Maximum Sale (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) (Approval will be required for any temporary or permanent increases to this celling limit)• Rev11/18/10 25C-53 NewDivlsionSetuplcboo CHASE 0' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 . www.chasepaymenlech.com Pay8'd'1en£ ech Phone: (603) 890-6000 • Fax (603) 896.8715. Merchant—Services@ChasePaymentech.com SECTION 7: METHODS OF PAYMENT continued Lj PINless Debit (Not applicable for retell merchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Applicable to retail merchants on PIN BASED DEBIT Requires a PIN Pad — please complete section 8, Item #4, entitled "Will you be using a Point -of -Sale terminal (US and Canada only) or Point -of -Sale software?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Interlink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, CU24) EBT required: Yes ❑ or No ❑ ? FCS# required if processing food stamp transactions: ❑ Gift Card (U.S. only) ❑ Bill Me Later® payment option (US only) ❑ European Direct Debit For EURO only., (Valid only for Euro currency divisions Descriptor (16 bytes) Default will be the first 16 characters of your Cardholder Descriptor unless otherwise noted Please select country(s) in which you will offer Direct Debit: AT (Austria) ❑ BE (Belgium) ❑ DE (Germany) ❑ NL (Netherlands) ❑ FR (France) ❑ For GBP only: (Valid only for GBP currency divisions) Descriptor I I I I I I 1 1 (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country: UK ❑ Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The default is °i" ❑ PavPal (Valid for US currency only) Payer Email Address: (32 character limit) (must be a unique email address belonging to the merchants business and must be working at the time of account creation. Note: No two accounts or divisions can share the same Payer email address.) Customer Service Email Address: (127 character limit) Primary Contact Name: Phone: Email: Descriptor : I P I A I Y I P I A I L* I I I I I I 1 1 (18 bytes) Business Name: Customer Service Phone# (optionao (75 character limit and must not contain the following characters &, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(Include hRp:) ❑ Other Avg.Transaction Price: $ Avg. Trans/Yr: Percent of Annual revenue from online sales: % Authentication Method: (the method by which you (the merchant) will authenticate your customer with PayPal—you must choose only one) PayPal Direct ❑ Cardinal Commerce Centinel ❑ (if Cardinal Commerce is involved, please complete the following): Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? Yes ❑ No ❑ Time Zone (based on merchant's location) : SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11/18/10 25C-54 NewDivisionSetup/cboo CHASE 00" Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 . www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchent—Services@ChasePaymentech.com SECTIONS: PROMISING METHOD . Who will be submitting transactions to Chase Paymentech? ® Merchant ❑ Other Co. Name: Invoice cloud (I.e. fulfillment co. or ECommerce provider) If known, please provide the Presenter ID # (PID): or Submitter # (SU): ❑ 1. Will you be submitting transactions from a computer system? What is the name of the manufacturer and model of your computer platform? What is the name of the manufacturer and model of your modem? ❑ Internal ❑ External Will you be coding to Chase Paymentech specifications? ❑ Yes ® No Will you use NetConnect Batch for Connectivity? ❑ Yes 0 No Will you use NetConnect for connectivity for online authorization only? ❑ Yes ® No If yes, NetConnect Contact Name: Email: Userld (if existing): Phone: If applicable, name the software vendor and application you will be using to format your files: ❑ 2. WIII you be using the Orbital Payment Gateway? •If th/s Is the first division using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact*: Tony Cordova UseriD (if existing) Address: 642 E Washington St. City: Brownsville State: TX Zip/Postal Code: 78520 Country: USA Phone: 956-542-6825 Email (required): tcordova@invoicecioud.com 'Primary contact must be the merchant contact for security needs. Auto -Settle Time: none ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than 8pm to allow Gateway to settle. Merchant Time Zone: NA Note: The Auto -Settle time is based In the merchant time zone. (US Um zones only) Profile Management required? ❑Yes or ®No Level of access: ❑ Merchant or ❑ Chain (select one, default Is Merchant) VT Import Functionality? ❑ Yes ❑ No Auth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (Default is s) # of Days between attempts: ❑ 3. Will you be using: ❑ Paypal/Verisign ❑ CyberSource ❑ 4. Will you be using the iTerminal? (reran divisions only) Primary Contact': UseriD (if existing) Address: City: State: Zip/Postal Code: Country: Phone: Email (required): 'Primary contact must be the merchant contact for security needs. Auto -Settle Time: ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than 8pm to allow Gateway to settle. Merchant Time Zone: Note: The Auto -Settle time is based in the merchant Uma zone. (US time zones only) Magtek Reader Needed? ❑Yes []No If Debit, PinPad Needed? ❑Yes ❑No If Yes, NBS71000 or Verifone SC5000❑ (if Yes, Magtek Readers are purchase only) (iTerminal Is only certified to utilize the above PlnPads and are purchase only) Rev11/18/10 25C-55 New Division/cboo CHASEOF Merchant Services . 4 Northeastern Boulevard, Salem, NH 03078.1952 • www.chasepaymentech.com Raayment( ch Phone: (603) 898.8000 • Fax: (603) 896-8715 • Merchan[_Services@ChasePaymentech,com [15. Will you be using a Point-of-sale terminal (US & Canada only) or Point -of -Sale software? Point of Sales Software: POS/Software Name: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial E] NetConnect E] (If Netconnect see requirements below) If NetConnect: Where is your software hosted/configured? Corporate location❑ or Division location❑ NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity?(for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection —Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Egulpment/Terminals: Will you ❑ Purchase? ❑ Rent? (US Only) ❑ Use existing equipment? ❑ Yes ❑ No If purchase or rent, date needed by: Terminal quantity? Printer quantity? Terminal/Equipment Type: Printer Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑ (if Netconnectsee requirement below) NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity? (for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection —Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Store Phone #: Terminal Line Phone #: Customer Service Phone # ('If different then Store Phone #) Equlpment/Kits/Imprinters Ship To Address (if different than store location) Please ensure a contact will be available to accept shipment: Street Address: City: State/Prov: Ship to contact's phone#: Store Opening Date: Dial Out Prefix (9,8,5): Attention to: Default will be Store Manager ZipfPostal Code: Ship to contact's email: Special Requirements: Country: Do you require a "re -program" kit? (overlay, quick reference guide, etc.) Yes❑ No❑ Do you require an Imprinter? ❑Yes ❑No Type of Imprinter required: With Dater ❑ or Without Dater ❑ Do you require an Imprinter Plate? []Yes ❑No Do you require a Welcome Kit? (this includes sales drafts, credit drafts, etc) Yes[] No❑ Revl l/18/10 25C-56 New DMslonlcboo CHASE 00" Paymel`Is eel Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.ccm Note: When settino un multiple bank accounts. olease complete a separate form for each. SECTI0N`9::BANK. ACCOUNT INFORMATION' Checkoniy.one Settlement Currency in which:we . Deposit Complete altsections.,. : of the 7 optloAs will fund to you ' . (Countrywhere youi:Bank Acct Ilsted below' . (FedwireVRouting #) Resides) .. Option #10 USD USA A. E See section A Note section Option W ❑ CAD CAN B1 to B3, E Option #3 ❑ USD CAN 131 to B3, D3, D4 E Option #4 ❑ USD Int'I C1 to C3, 131, D3, D4, E list country funds are being deposited In Option #5 ❑ ❑Euro, []GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as C1 and/or C2, C3, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, presentment/settlement currency ❑NZD, ❑ZAR Option # 6 ❑ ❑Euro, []GBP, ❑ JPY, ❑AUD, ❑ If DIFFERENT than Settlement C1 and/or C2, C3, D1 HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, Currency and/or D2, D4, E ❑NZD, ❑ZAR, ❑USD Int'I list country funds are being deposited in Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ CAN B1 to B3, D1, D4, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, ❑NZD, ❑ZAR St:ctui i -A. , US BANK AOCOONt INFQRMATI,QN select only one method of transfer ® ACH Transfer 3 2 2 2 7 1 6 2 7 (ABA #) ❑ Wire Transfer (See Note) (FedwireVRouting #) ❑ Swift Transfer (See Note) (Swift Code: (s to t1 bytes) Please Note: Swift code Is required ifyour division is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and FedwireWRoutin #. Special Wire Instructions: 60 bytes) Bank Account #: 935309500 Company Name: (As appears on Bank Account) Financial Institution Name: J.P Morgan City: Irvine State: CA Zip/Postal Code: 92614 ® Checking OR ❑ Savings City of Santa Ana Country: United States 61 Institution Number: B2 Swift Code: (a to 11 bytes) 133 Bank Account# Financial Institution Name: City: Province: ❑ Checking OR ❑ Savings EFT Branch Transit Number: I I I i I I I I I (required If settlement is USD) Company Name: (As appears on Bank Account) Postal Code: Country: Canada Rev11 /18/10 25q-57 New Division/cboo CHASE i0" Payrnentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com Phone: (603) 8968000 • Fax: (603) 898-8715 • Merchant_Services@ChasePaymentech.com C1 Swift Code: (8 to 11 bytes) C2 Sort Code: (Required in Great Britain Only) C3 IBAN/Bank Account # Company Name: (As appears on Bank account) Financial Institution Name: City: State/Province: Special Wire Instructions: (60 bytes) Postal Code: Country: Sectton'D INTERMEDIARYICLEARINO BANK ACCOUNT INFORMATION:. Note: 'For l"n Pe '*s--bihi.,fhiouuh J.P.IG10 an:Chasean Londdii'hif2rmedI la hot re ufred. Com le}e Section `C"onl D1 Swift Code: (8 to 11 bytes) D2 Sort Code: (Required In Great Britain Only) D3 Wire Transfer: (USA Only) (Routing #) D4 Financial Institution Name: City: State/Province: Postal Code/Zip: Country: Special Wire Instructions: (60 bytes) Sest9zin E; Si` nature `.: `` . "On behalf of City of Santa Ana I, Francisco Gutierrez represent and warrant (Merchant Legal Name) (Print Name) that I have the authority to add banking Information and I verify that the above banking information is accurate and should be used to transfer funds accordingly." ` : �� Finance Director � % i t � i o t 5 Autl0rizedSignature* Title Date ("Must be signed by Executive or Financial Contact) Note. In order to process this request, please attach an original voided check (starter check or bank statements not applicable) or a bank letter of verification. ------------------------------------------------------------------------------------------------------------------- i ATTACH VOIDED CHECK HERE Rev11/18/10 25C-58 New Division/cboo CHASE 0i"' Paymentech Merchant Services . 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 . Fax: (603) 896-8715 • Merchant—Services@ChasePaymenlech.com SECTION I O.- REPORT CENTER AND TRANSACTION HISTORY ACCESS FORM 1. Please be sure to Include the Information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center. 2. Report delivery will be web based via Paymentech Online. 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes in Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of changes to or elimination of Paymentech Online Users. Please be sure to complete all fields below. Salutation: Check one: E Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781-848-3733 Fax M 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA ZiplPostal Code: 02184 Country: USA Email Address: (4o bytes) blapides@invoicecloud.com (usemame@domain.com) Does this contact have a Paymentech Online User ID? ❑ Yes E No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History E Both Account Masking E Yes ❑ No For existing merchants — Is this User replacing an Individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? Salutation: Check one: ❑ Mr. EMs. ❑ Mrs. Name: Deborah Bowler Title: VP of Operations Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) dbowler@invoicecicud.com (usemame @domain. com) Does this contact have a Paymentech Online User ID? ❑ Yes ❑ No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History E Both Account Masking E Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this Users access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? For adkli`tlollaG:tlse�s, ple�s� stt6txr"1#.aldt�lgrial'Fhrmis I, Robert Lapides EVP verify that the (Print Name) (Title)' contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History and/or the Repor Center. Ali- ur-1 `(must be signed by Exe utive or Financial Contact) Rev11/18/10 25C46-59 New Division/cboo CHASE CF' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.00m payi `li en' ech Phone: (603) 89&6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.wm Date: 8/5/15 Addendum for Application for Credit Card Processing Service Agreement/New Division Request Company ID#: Projected Live Date: 2/12/16 SECTION 1: COMPANY/CONTACT INFORMATION Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID#: 26 3972596 Contact Name: Robert Lapides Phone #: (781) 848-3733 EXT 223 Fax #: 877-256-8330 Email Address: blapides@invoicecloud.com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Santa Ana and is a ❑ wholly-owned ❑ partially owned ® affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) 1, Robert Lapides EVP (Print Name) Mile) verify that the account set-up information Is accurate, that I have the authority to make such a request and thus, it should be used to set up an additional account for our company. ,5EG1'fQT*l?: BUS(N�SSatiNlT rfctr3ffereritfromtfiuislmtn�it�. Parent Business Unit (up to 30 bytes) Parent Bus.UnIt # Name (if applicable): (if applicable): Business Unit Name: City of Santa Ana (up to 30 bytes) Business Unit #: SEC7�ON,�t�_FUNI�ING, �iierrr;&a»�t?t��.adsect7on` If funds should be deposited to an existing bank account please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentech? ❑ Yes or ❑No If yes, Bank Account # (Section 9 does not need to be completed) If funds 1. should be deposited to an existing funds transfer instruction lease corn late the following: If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?❑ Yes or ❑No Ir no, a new FT/ will be created. If yes, provide FTI # (Section 9 does not need to be completed) Revll/18/10 26C-60 NowDivlslonSetuplcboo CHASE !L Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech:com . Paym£'n 1ech Phone: (603) 896.6000 • Fax: (603) 896.8715 • Merchant-Services@ChasePaymentech.com SECTION 4:1099K CONTACT INFORMATION (W-9re4ulredifnevvUS entity and/ortazpayeilD, w-8requiredfor Canadian Transaction Division's Taxpayer ID #/No. 95-6000785 Same as Corporate Yes ❑ No N 1099K Contact Name Francisco Gutierrez 1099K Contact email address : fgutierrez@santa-ana.org This Is the contact that will receive the 1099K mallino to the address listed on the W-9 suoolied toniv reoulred if different than Corporate) SECTION 4a: TRANSACTION DIVISION Division Name: City of Santa Ana - Utility (up to 30 bytes - this will appear on your Financial Reports) Currency (list only I each per division): Presentment: US Settlement: US If using our Cross Currency Product — please provide both the Presentment and the Settlement Currencies • The following field appears on the customer's statement and Identifies the merchant name for the consumer and credit card organizations. To further aid consumer recognition, Visa has sanctioned the abbreviation of the merchant name. It must be separated from product Information by an asterisk ('), which must appear in the 41h, 8th or 13th position. The asterisk cannot be used for Retail Merchants. Internet service providers, e-commerce merchants may utilize a URL instead of Customer Service Phone if not processing any Mail-order transactions (URL must only be 13 bytes) Cardholder Descriptor (For all card types with the exception of American Express): C I i I t I y I I o I f I SJaJnJtJaJ I A I n I a Customer Service Phone #: Required for Mall Order or Recurring) City: (Required for Retail) RL: (optional, if phone# provided above) (13 (13 (13 7 1 4 6 4 7 5 4 0 0 (22 bytes) bytes) bytes) bytes) Division Location Address: 20 Civic Center Plaza Country: USA (Must be a street address, PO Boxes not acceptable) City: Santa Ana State/Prov: C A Zip Code (US): 9 1 2 1 7 1 0 11 (For Retail -City above must match City Location) Postal Code (Intl): Postal Code (Can): (6 bytes) (State/Province and PostaUZip codes must march the address given above) ProductlService Description(Enterprodaetdescription, 1..9.clothing, U t i I i t y books, membership)) Publication Descriptor (Please provide only if required byyour submitter): Avg. Trans. $ Amt: 250 Avg. # Trans.tYr: 27600 Projected Refund % 10 BPS How do you market this product? (Check only those that apply to this division) ❑ Catalog ❑ Direct Mail N Internet ❑ Space Ad ❑ TV []Outbound Telemarketing ❑ Other How will consumers provide credit card information to you when they order this product? (Select only one): ❑ Retail ❑ Mall/Phone(Marketing Material Required) N Internet(Ptease provide your URL): http:// www.invoicecloud.com/santa- ana If Internet is selected and the website is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain from Merchant Services or your account executive. If Internet, please advise: Select one: N SSL ❑ SET ❑ No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check Info) through this website? N Yes ❑ No Is the web site secure, i.e., will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? ®Yes [-_]No Maximum Sale $125# Transaction Amount: (Defaull$25,000 U.S. dollars or established international currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) (Approval will be required for any temporary or permanent increases to this ceiling limit). Please check the consumer's payment option for this division: (Select only one): RovI I/18/10 25,C-61 NevvDivisionSetupicboo CHAS E O " Merchant services • 4 Northeastern Boulevard, Salem, NH 03079-1952 . www.chasep2ymentech.com paymentpch Phone: (603) 696-6000 • Fax: (603) 896-8715 . Merchant—SeMces@ChasePaymentech.com Please check below if applicable: ® Bill Payment (A Bfll Payment transaction is a transaction loran ongoing service/billing cycle that is known and agreed upon In advance by the merchant and cardholder. i.e. Membership or Insurance, etc.) Do you stock product? ❑ Yes ® No Do you provide custom orders at time of sale? Do you own the product at the time of sale? ® Yes ❑ No Do you drop ship the product? ❑ Yes ® No If yes, what %: Are you filling your own merchandise orders? ® Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone #: ❑ Yes ® No SECTIONS CHARGEBACKCONTACT, (regWred) IQA(Manager/sgpervisor 'o lewho;assignsWork6MCAs). (Required f6r retail and Discover) M RQA.(Ivfagager/supeN�sor- on9 who:asslgns worfc"Io MRAs) `: N0fl7: This contact may redeiv¢'any exception docur *an.6 that may:nded to be mailed orfazed If nbt per[icipahng m;Gharcjehack " . Mara - ementthls Wilbbe the default cortact.for Cha aback Mailfn second contact will not ba re wre Location: ❑ Merchant E Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ® Mr. ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title: CTO Phone #: 703-825-3525 Ext: Fax #: 877-256-8330 Alternate Fax #: Email Address: Imorabito@invoicecloud.com Address: 1815 Beulah Rd City: Vienna State/Prov: VA Zip/Postal Code: 22182 Country: USA Will this contact require access to: Transaction History ❑ Report Center ❑ both ® ? Account Masking for this contact? ® Yes ❑ NO Does this contact have a Paymentech Online User ID? ❑Yes ®No If yes, provide User ID: Ck1AftGE6{#CK CONTACT (required) MCA (tilerchant ChargebackAnalys( one Whb works the;chargebaEk'sJ Re uiredformbil indplscoyef MRA. MerchantRatrieva/Analyst—one.who.worksths'letrieva7s . ® Same as above (check here if the MCA/MRA Contact is the same as the IQA/MRQA contact) Location: ❑ Merchant ❑ Submltter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ❑ Mr. ❑ Mrs. ❑ Ms. First Name: Last Name: Title: Phone #: Ext: Fax M Alternate Fax M Email Address: Address: City: State/Prov: Zip/Postal Code: Country: Will this contact require access to: Transaction History ❑ Report Center ❑ both ❑ ? Account Masking for this contact? ❑ Yes ❑ No Does this contact have a Paymentech Online User ID? ❑Yes ❑No If yes, provide User ID: Revl 1/18/10 25C-62 NewDivisionSetup/oboo CHASE Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • wwmchasepaymentech.com Paymentech Phone: (603) 898-6000 • Fax: (603) 898-8715 • Merchant—Services@ChasePaymentech.com SECTION 6: PRODUCTS & SERVICES Please indicate If you will be using any of the following additional services. Please note that some of these services May require an additional contract addendum and/or information if you currently do not have the service. (Forinformation on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: _ (Default is 3 aleft blank) # of days between attempts: (Default Is 3 if lea blank) Output Options: ❑ Total recommended ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US Only, Canada & UK Onlv); ❑Submitting or❑Extracting(if extracting Indicate #of Days: (1-180 days) (if Orbital Gateway For UK -Account Updater Visa EU Merchant ID required _ SEC fIbIV'7 METkIODS DF PAYMENT ® Visa ® MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro/Switch Solo (UK domicile and GBR currency only) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address in the United States. As a default Discover Diners added whenever Visa and MC are added.) ❑ Discover Canada (CAD only) ❑ Discover Diners Canada (CAD only) ❑ Private Label vendor: Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendor to obtain these attributes— for example — HRS Household— Please provide Credit Plan #) ® Discover (conveyed only) (US only) SE# I I I I I I I I I I I I (15bytes) ❑ American Express(conveyad) SE# pobytes) Asa rule: (US SE should begin with "1-8", International SE should begin with a "9, Canadian SE should begin with a "93° International SE valid on some cross currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor: (Appears on your American Express cardholder statement)(All other card types use descriptor In Section 4) (20 bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Do you suoport American Express Partial Auths? American Express - Yes ❑ No ❑ For American Express Only, if yes — please select the following applicable option: Auth and Balance Return ❑ Partial Auth ❑ Both ❑ How have you been classified as a merchant by American Express?: (please select one) Aggregator Petroleum ❑ or Neither ❑ ® Electronic Check Processing Parameter (US and Canadian only) Company Name: C i t y I o I f I IS a I n I t I a A n a (166ytes) Item Description: U t 1 1 i 1 t I y (10 bytes) Preferred Delivery Method: (select only one) ® Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACH/EFT (US & Canada) Redeposit Parameter? ❑ Yes ® No Indicate # of Days: 0 The default Is °1" How do you obtain authorization from consumers? (select only one) ❑ Written consent ❑ Telephone E Internet ECP Maximum Sale (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank, these amounts volt default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be dlfferenl than Bank Card) (Approval will be required for any temporary or permanent increases to this ceiling limit). Revll/18/10 25C-63 NewDivislonSetup/cboo CHASE a e ' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Payi'@`3ent.ech Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 7: METHODS OF PAYMENT. continued PINless Debit (Not applicable for retail merchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Applicable to retail merchants only) PIN BASED DEBIT Requires a PIN Pad — please complete section 8, item #4, entitled "Will you be using a Point -of -Sale terminal (US and Canada only) or Point -of -Sale software?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Interlink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, CU24) EBT required: Yes ❑ or No ❑ ? FCS# required if processing food stamp transactions: ❑ Glft Card (U.S. only) ❑ Bill Me Later® payment option (US only) ❑ European Direct Debit For EURO only,(valid only for Euro currency divisions Descriptor (16 bytes) Default will be the first f6 characters of your Cardholder Descriptor unless otherwise noted Please select country(s) in which you will offer Direct Debit: AT (Austria) ❑ BE (Belgium) ❑ DE (Germany) ❑ NL (Netherlands) ❑ FR (France) ❑ For GBP only: (Valid only for GBP currency divisions) Descriptor I I I I I 1 1 (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country., UK ❑ Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The defaultis "I" ❑ PayPal (Valid for US currency only) Payer Email Address: (32 character limit) (must be a unique small address belonging to the merchants business and must be working at the time of account creation. Note: No two accounts or divisions can share the same Payer small address.) Customer Service Email Address: (127 characterlimll) Primary Contact Name: Phone: Email: Descriptor : P A Y P A L* (18 bytes) Business Name: Customer Service Phone# (Optional) (75 character limit and must not contain the following characters &, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(include http:) ❑ Other Avg.Transaction Price: $ Avg. Trans/Yr: Percent of Annual revenue from online sales: % Authentication Method: the method by which you (the merchant) will authenticate your customer with PayPal —you must choose only one) PayPal Direct ❑ Cardinal Commerce Centinel ❑ (if Cardinal Commerce Is Involved, please complete the following): Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? Yes ❑ No ❑ Time Zone (basedonmerchant's location): SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone:. Email Address: Rev11/18/10 25C-64 NewDivisionSetuplcboo CHASE O Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896.8715 • Marchant_Services@ChasePaymentech.com SECTION 8: PROCESSING METHOD. Who will be submitting transactions to Chase Paymentech? ® Merchant ❑ Other Co. Name: Invoice cloud (i.e. fulfllmont co. or ECommerce provider) If known, please provide the Presenter ID # (PID): or Submitter # (SU): ❑ 1. Will you be submitting transactions from a computer system? What is the name of the manufacturer and model of your computer platform? What Is the name of the manufacturer and model of your modem? ❑ Internal ❑ External Will you be coding to Chase Paymentech specifications? ❑ Yes ® No Will you use NetConnect Batch for Connectivity? [-]Yes ® No Will you use NetConnect for connectivity for online authorization only? ❑ Yes ® No If yes, NetConnect Contact Name: Email: Userld (if existing): Phone: If applicable, name the software vendor and application you will be using to format your files: ❑ 2. Will you be using the Orbital Payment Gateway? 'If this is the first division using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact*: Tony Cordova UserlD (if existing) Address: 642 E Washington St. City: Brownsville State: TX Zip/Postal Code: 78520 Country: USA Phone: 956-542-6825 Email (required): tcordova@invoicecloud.com 'Primary contact must be the merchant contact for security needs. Auto -Settle Time: none ❑ AM or ❑ to allow Gateway to settle. PM To meet 10 ET Host window, this should be set no later than Bpm Merchant Time Zone: NA Note: The Auto -Settle time Is based In the merchant time zone. (US time zones only) Profile Management required? ❑Yes or ®No Level of access: ❑ Merchant or ❑ Chain (select one, default is Merchant) VT Import Functionality? ❑ Yes ❑ No Auth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (Default is 3) # of Days between attempts: ❑ 3. Will you be using: ❑ PaypalNerisign ❑ CyberSource ❑ 4. Will you be using the (Terminal? (retail divisions only) Primary Contact': UserlD (if existing) Address: City: State: Zip/Postal Code: Country: Phone: Email (required): 'Primary contact must be the merchant contact for security needs. Auto -Settle Time: ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than Bpm to allow Gateway to settle. Merchant Time Zone: Note: The Auto -Settle time Is based In the merchant time zone. (US time zones only) Magtek Reader Needed? ❑Yes ❑No If Debit, PinPad Needed? ❑Yes ❑No If Yes, NBS7100❑ or Verifone SC50000 (If Yes, Magtek Readers are purchase only) (lTerminal Is only certified to utilize the above PinPads and are purchase only) Rev11118110 25C-65 New Dlvisionfcboo CHASE 0®" ®r Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.cam Paymentech 3,amentech Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com ❑ 5. Will you be using a Point-of-sale terminal (US r£ Canada only) or Point -of -Sale software? Point of Sales Software: POS/Software Name: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ (If NetConnect see requirements below) If NetConnect: Where is your software hosted/configured? Corporate location❑ or Division location❑ NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity?(for PIN BASE DEBIT only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymehtech Solutions ❑ Other Vendor Name: Equi pmentlTerm Inals: Will you ❑ Purchase? ❑ Rent? (US Only) If purchase or rent, date needed by: ❑ Use existing equipment? ❑ Yes ❑ No Terminal quantity? Printer quantity? Terminal/Equipment Type: Printer Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑ (If NetConnect see requirement below) NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity? (for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Store Phone #: Terminal Line Phone #: Customer Service Phone # (if different then Store Phone #) Equipment/Kits/Imprinters Ship To Address (if different than store location) Please ensure a contact will be available to accept shipment: Default will be Store Manager Street Address: City: Ship to contact's phone#: Store Opening Date: Dial Out Prefix (9,8,5): Attention to: State/Prov: Zip/Postal Code: Ship to contact's email: Special Requirements: Country: Do you require a "re -program" kit? (overlay, quick reference guide, etc.) Yes❑ No❑ Do you require an Imprinter? []Yes ❑No Type of Imprinter required: With Dater ❑ or Without Dater ❑ Do you require an Imprinter Plate? ❑Yes ❑No Do you require a Welcome Kit? (this includes sales drafts, credit drafts, etc) Yes[:) No❑ Revl l /18/10 25G-66 New Dlvislon/cboo CHASE! i,., Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • MerchanLServlces@ChasePaymenlech.com Mnfar Whnn cpf inn un mutflnie hank accounts. niease ramntete a separate form for each. SECTION 9: BANK ACCO LINT INFORMATION Check.on/gone Settlement Currency in which.we Deposit Complete all sections of the 7optionsW III fundtoyou. (Ccuntrywhere.youiBank Acct , listed: below Special Wire Instructions: 60 bytes) Resides Option #1 N USD USA A, E See section A Note section Option 92 ❑ CAD CAN B1 to B3, E Option 93 El USD CAN B1 to B3, D3 D4, E Option #4 ❑ USD Int'I C1 to C3, D1, D3, D4, E (list country funds are being deposited in Option #5 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as C1 and/or C2, C3, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, presentment/settlementcurrency ❑NZD, ❑ZAR Option # 6 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ If DIFFERENT than Settlement C1 and/or C2, C3, D1 HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, Currency and/or D2, D4, E ❑NZD, ❑ZAR, ❑USD Intl list country funds are being deposited in Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ CAN B1 to B3, D1, D4, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, NZD ❑ZAR Seetipn A: US BANK ACCOUNT INFORMATION .. select only one method of transfer N ACH Transfer 1 3 2 2 1 2 1 7 1 6 2 1 7 (ABA #) ❑ W IreTransfer (See Note) (Fedwire#1Rout1ng #) ❑ Swift Transfer (See Note) (Swift Code: (s to ii bytes) Please Note: Swift code is required if your division is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and Fedwire#1Roudn . Special Wire Instructions: 60 bytes) Bank Account #: 935309500 Company Name: (As appears on Bank Account) Financial Institution Name: J.P Morgan City: Irvine State: CA Zip/Postal Code: 92614 ® Checking OR ❑ Savings City of Santa Ana Country: United States B1 Institution Number. I I I I EFT Branch Transit Number. B2 Swift Code: (6 to 11 bytes) (required if settlement is USD) B3 Bank Account # Company Name: (As appears on Bank Account) Financial Institution Name: City: ❑ Checking OR ❑ Savings Province: Postal Code: Country: Canada Rev11/18110 25Q-67 New Division/cboo CHASE 0" Paymentech C1 Swift Code: (8 to 11 b, C2 Sort Code: (Required C3 IBAN/Bank Account # Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant—Servlces@ChasePaymentech.com BANK In Great Britain Only) Company Name: (As appears on Bank account) Financial Institution Name: City: State/Province: Special Wlre Instructlons: (60 bytes) Postal Code: Country: Sectit ri. D tN'r fRMEO[ARY/CLEARIMG.BANK ACCOUNT INFORMATIgN_ jV io:.Fbrinr1..0e @sits-poing thou hJ.P. ma ed cfiaseirt London; Intermedia 'tis: not re uired,.: Complete. Section*'C•onl 131 8 f Code: (8 to 11 bytes) D2 Sort Code: (Required In Great Britain Only) D3 Wire Transfer: (USA Only) (Routing #) 04 Financial Institution Name: City: State/Province: Postal Code/Zip: Country: Special Wire Instructions: (60 bytes) Sedan E. Si Mature "On behalf of City of Santa Ana I, Francisco Gutierrez represent and warrant (Merchant Legal Name) (Print Name) that I have the authority to add banking information and I verify that the above banking Information is accurate and should be used to transfer funds accordingly." �����r l Finance Director ���23'LOti Authodzed Signature* Title Date ("Must be signed by Executive or Financial Contact) Note: In order to process this request, please attach an original voided check (starter check or bank statements not applicable) or a bank letter of verification. ---------------------------------------------------------------------------------------------------- I ATTACH VOIDED CHECK HERE ------------------------------------------------------------------------------ --------------------------------------- Rev11/18/10 25C-68 New Divislon/cboo CHASE ! pPaymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www,chasepaymentech.com Phone: (503) 896-6000 • Fax (603) 896.8715 • Merchant_Services@ChasePaymentech.com SECTION 10: REPORT CENTER AND. TRANSACTION HISTORY ACCESS FORM 1. Please be sure to include the information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center. 2. Report delivery will be web based via Paymentech Online. 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes in Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of changes to or elimination of Paymentech Online Users. Please be sure to complete all fields below. Salutation: Check one: ® Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) blapides@involcecloud.com (usemame@domain.com) Does this contact have a Paymentech Online User ID? ❑ Yes ® No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? Salutation: Checkone: ❑ Mr. ® Ms. ❑ Mrs. Name: Deborah Bowler Title: VP of Operations Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) dbowler@invoicecloud.com (usemame @domain, com) Does this contact have a Paymentech Online User ID? ❑ Yes ❑ No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? Foz<aditloilallJS@rs, please subtrilt.adcitttgnal'farrtis I, Robert Lapides EVP verify that the (Print Name) (Title)' contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History and/or the Report enter, S griat9Ye �4A11t c-„�o 77-, : "(must be signed by ExecuMve or Financial Contact) Rev11/18/10 25C-69 New Divislon/cboo CHASE 0" Government ®veined Addendum a eentech (Municipal UtillUes, Munlclpalltles, GoVt Agencies) This Addendum supplements the Merchant Application And Agreement executed and submitted by City of Santa Ana ("Merchant"). As such, this Addendum shall (i) be deemed incorporated into and a part of Merchant's Application to establish a Merchant account with Paymentech, LLC and JPMorgan Chase Bank, N.A. and (ii) in accordance with such Merchant Application and Agreement, constitute a part of the entire Agreement governing all Merchant accounts. Merchant is a Government Entity. Function of Merchant. Business Licenses, Dog Licenses, Municipal Utility Services I, the undersigned, certify: • that I am an officer or other authorized representative of the Merchant ("Authorized Representative') and • that I am duly authorized to enter into agreements on behalf of Merchant and to legally bind Merchant to such agreements. • that I am duly authorized to submit this Addendum and all information contained herein on behalf of the Merchant. By submitting this Addendum, Merchant, through the undersigned Authorized Representative • represents and warrants that the person submitting this Addendum Is duly authorized to enter into agreements on behalf of Merchant and to legally bind Merchant to such agreements. • represents and warrants that all information contained within this Addendum is true, complete and not misleading. Authorized Representative: �-Francisco Gutierrez X At�nl�l� �r \\ I2'� 20f.r Sianature Print Name Date 25^ 71DO`1 Rev. GOV0712015 Fpm, W'9 Request for Taxpayer , A domestic bust es defined in Regulations section 301.7701-7), ( e9 Give Form to the (Rev. August 2013) Identification Number and Certification the United States are generally required to pay a withholding tax under section requester. Do not Deparhnent of the Treasury 1. Certifythat the TIN u are rvl Is correct or you are waiting for a number you B pg ( Y g such business. Further, In certain cases whore a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner Is send to the IRS. Intemal Revenue Service U.S. person that Is a partner in a partnership conducting a trade or business In the 3. Claim exemption from backup withholding 9 you are a U.S. exempt payee. If United States, provide Form W-9 to the partnership to establish your U.S, status and avoid section 1446 withholding on your share of partnership Income. applicable, you ere also certifying that as a U.S. person, your allocable share of Name (a9 shown on your income tax return) any partnership Income from a U.S. trade or business Is not subject to the City of Santa Ana N Business name/disregarded entity name, If different from above m rn m ° Check appropriate box for federal tax classification: Exemptions (see Instructions): m ElIndlvidual/sole proprietor E]C Corporation E]S Corporation ❑ Partnership ❑ Trust7estate c Exempt payee code (Ir any) 0c ❑ Umhed llabllity company. Enter the tax classification(C=C corporation, S=S corporation, P=partnership)► Exemption from FATCA reporting code Of any) S ❑✓ Other loss Instructions) 0- Government 9 Address (number, street, and apt. or suite rw.) Requester's name and address (optionali 0 a 20 Civic Center Plaza N g City, state, and ZIP code N Santa Ana, CA 92701 Ust account number(s) here (options! Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. The TIN provided must match the name given on the "Name" line Social security number to avoid backup withholding. For Individuals, this is your social security numberHowever, for e - m -� resident alien, sole proprietor, or disregarded entity, see the Part I Instructions ann page 3. For other entitles, It Is your employer Went'dicatlon number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is In more than one name, see the chart on page 4 for guidelines on whose Employer Identification number number to enter. 9 5 - 610101017 8 5 Certification Under penalties of perjury, I certify that: 1. The number shown on this form Is my correct taxpayer Identification number (or I am waiting for a number to he issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and ... 3. 1 am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form Of any) indicating that I am exempt from FATCA reporting is correct. Certification Instructions. You must cross out Item 2 above if you have been notified by the IRS that you we currently subject to backup withholding because you have failed to report all Interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement ORA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the Instructions on cane 3. f _ Here Signature of Here Iu.s.peraon► /f/f/i4 /Z— n/fl Dete►/9 490/"5� General Instructions Section references are to the Informal Revenue Code unless otherwise noted Future developments. The IRS has created a page on IRS.gov for Informatlon about Forth W-0, at www.1m.gov1w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release It) wll I be posted on that page. Purpose of Form withholding tax on foreign partners"phare of effectively connected Income, and 4. Certify that FATCA codo(s) entered on this farm If any) indicating that you are exempt from the FATCA reporting, la coreact. Note. If you ere a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S, person if you aro: A person who Is required to his an Information return with the IRS must obtain your - An Individual who la a U.S. rilizen or U.s, resident alien, correct taxpayer Identification number TIN) to report, for example, Income paid to • A partnership, corporation, company, or association created or organized In the you, payments made to you In settlement of payment card and third party network United States or under the laws of the United States, transactions, real estate transactions, mortgage Interest you paid, acquisition or , An estate (other then a foreign estate), or abandonment of asoured property, cancellation of debt, or contd buttons you made to an IPA , A domestic bust es defined in Regulations section 301.7701-7), ( e9 Use Form W-9 only Ifyou are a U.S, person Oncluding a resident ellen), to Special rules for partnerships. Partnerships that conduct a trade or business in provide your correct TIN to the person requesting It (the requester) and, when the United States are generally required to pay a withholding tax under section applicable, to: 1446 on any foreign partners' share of effectively connected taxable Income from 1. Certifythat the TIN u are rvl Is correct or you are waiting for a number you B pg ( Y g such business. Further, In certain cases whore a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner Is to be Issued), foreign person, and pay the section 1446 withholding tax. Therefore, If you are a 2. Certify that you we not subject to backup withholding. or U.S. person that Is a partner in a partnership conducting a trade or business In the 3. Claim exemption from backup withholding 9 you are a U.S. exempt payee. If United States, provide Form W-9 to the partnership to establish your U.S, status and avoid section 1446 withholding on your share of partnership Income. applicable, you ere also certifying that as a U.S. person, your allocable share of any partnership Income from a U.S. trade or business Is not subject to the Cat. No. 10231% Form W-9 (Rev. 8.2013) 25C-71 Form W-9 (Rev. 0.201 In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing Its U.S. status and avoiding withholding on its allocable share of net Income from the partnership conducting a trade or business In the United States: • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and rot the entity, • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S, owner of the grantor trust and not the trust, and • In the case of a U.S, trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W -S or Form 8233 (see Publication 615, Withholding of Tax on Nonresident Aliens and Foreign Entitles). Nonresident alien who becomes a resident allen. Generally, only a nonresident alien Individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of Income. However, most tax treaties contain a prevision known as a'saving clause." Exceptions specified In the saving clause may permit an exemption from tax to continue for certain types of Income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who Is relying on an exception contained In the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of Income, you must attach a statement to Farm W-9 that specifies the following five Items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the Income. 3. The article number (at location) in the tax treaty that contains the saving clause and Its exceptions. 4. The type and amount of Income that qualifies for the exemption from tax. S. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S: CNna Income tax treaty allows an exemptlon from tax for scholarship Income received by a Chinese student temporarily present N the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paregreph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to appy even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualities for this exception (under paragraph 2 of the that protocol) and Is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship Income would attach to Form W-9 a statement that Includes the Information described above to support that exemption. If you am a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form a233. What Is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called"backup withholding/' Payments that maybe subjectto backup withholding Include Interest, tax-exempt Interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Rest estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive If you give the requester your correct TIN, make the proper certifications, and report all your taxable Interest and dividends on your tax retum. Payments you receive will be subject to backup withholding If: 1. You do net furnish ycurllN to the requester, 2. You do net certify your TIN when required (see the Part II Instructions an page 3 for detailal, 3. The IRS tells the requester that you furnished an Incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your Interest and dividends on your tax return (far reportable Interest and divklends ont or S. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable Interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more Information. Also sea SpecW miss for partnerships on page 1. What Is FATCA rep will ng? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial Institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more Information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee If you we no longer an exempt payee and anticipate receiving reportable payments In the future from this person. For example, you may need to provide updated Information If you are a C coryomtion that elects to be an S corporation, or If you no longer are tax exempt. In addition, you must furnish a new Form W-9 If the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fall to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure Is due to reasonable cause and not to wlltfu[ neglect. Civil penalty for false Informatlon with respect to withholding. If you make a false statement with no reasonable basis that results In no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsify] no Informatlon. Willfully falsifying certifications or afnrmatens may subject you to criminal penalties Including fines and/or Imprisonment. Misuse of TINS. It the requester discloses or uses TINs In violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an Individual, you must generally enter the name shown on your Income tax return. However, 9 you have changed your last name, for instance, due to marriage without informing the Social Security Administmtlon of the name change, enter your first name, the last name shown on your social security card, and your neer [set name. If the account Is In joint assess, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your Individual name as shown on your Income tett ratum on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Buslitess name/disregarded entity name" line. Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business name/dlsregarded entity name" line. Disregarded entity. For U.S. federal tax purposes, an entity that Is disregarded as an entity separate from its owner Is treated as a "disregarded entity" Sea Regulation section 301.7701-2(c)(2)(I10. Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the incoms tax return on which the Income should be reported. For example, If a foreign LLC that Is treated as a disregarded entity for U.S. federal tax purposes has a single owner that Is a U.S. person, the U.S. owner's name Is required to be provided on the "Name" line. If the direct owner of the entity Is also a disregarded entity, enter the first owner that Is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/disregarded entity name' line. If the owner of the disregarded entity Is a foreign person, the owner must complete an appropriate Form W-8 Instead of a Form W9. This Is the case even If the foreign person has a U.S. TIN. Note. Check the appropriate box for the U.S. federal tax classification of the person whose name is entered on the 'Name' line (Individuallsole proprietor, Partnership, C Corporation, S Corporation, Trustlestate). Umited Ualelity Company (LLC). If the pemon Identified on the 'Name' line Is an LLC, check the "Limited liability company" box only and enter the appropriate code for the U.S. federal tax classification In the space provided. If you are an LLC that Is treated as a partnership for U,S, federal tax purposes, enter'P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be laxed as a corporation, enter "C' for C corporation m "S" for S corporation, as appropriate. If you are an LLC that is disregarded as an entity separate from Its owner under Regulation section 301.77013 (except for employment and excise tax), do not check the LLC box unless the owner "a LLC (required to be Identified on the "Name" line) is another LLC that is not disregarded for U.S. federal tax purposes. If the LLC N disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner Identified on the 'Name' line. Otherentities. Enter yourbusiness name as shown on required U.S. federal tax documents on the "Name" Ilne. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, wDBA name on the "Business name/disregarded entity name' line. Exemptions H you ere exempt from backup withholding and/or FATCA reporting enter In the Exemptions box, any cede(s) that may apply to you. See Exemptpayee code and Exemption from FATCA reporting code on page S. 25C-72 Form W-9 (Rev. 8-2013) Page 3 Exempt payee code. Generally, IndIvlduals (Including sale proprietors) ere not exempt from backup withholding. Corporations we exempt tram backup withholding for certain payments, such as Interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. Note. If you are exempt from backup withholding, you should still complete this farm to avoid possible erroneous backup withholding. The following codes Identify payees that are exempt from backup withholding: 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(0(2) 2—The United States or any of its agencies or Instrumentalities 3—A state, the District or Columbia, a possession of the United States, or any of their political subdivisions a Instrumentalities 4—A foreign government or any of Its political subdivisions, agencies, or Nstrumentalitles 5—A corporation 6—A dealer In securities or commodities required to register In the United States, the District of Columbia, or a possession of the United States 7—A futures commission merchant registered with the Commodity Futures Trading Commission B—A real estate Investment trust 9—An entity registered at all (Imes during the tax year underthe Investment Company Act o11940 10—A common trust fund operated by a bank under section 6114(a) 11—A financial Institution 12—A middlemen known in the Investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described In section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above,( through 13. IF the payment is far... THEN the payment is exempt far... Interest and dividend payments All exempt payees except for7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired plor to 2012. Barter exchange transactions and Exempt payees 1 though 4 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over S5,0001 1 through 5' Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions 1 Sea Form 1099-MISC, Miscellaneous Income, and Its Instructions. 'However, the following payments made to a corporation and reportable on Form 1009-MISC are not exempt from backup withholding: medical and health care payments, attornays' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency. Exemption tram FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, If you are only submitting this fart far an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form If you we uncertain if the financial Institution is subject to these requirements. A—An organization exempt from tax under section 501(a) or any Individual retirement plan as defined in section 7701(a)(37) B— The United States or any of Its agencies or Instrumentalities C—A state, the District of Columbia, a possession of the United States, a any of their polltical subdivisions or Instmmentali8es D—A corporation the stock of which is regularly traded W one or more established securldes markets, as described In Reg. section 1.1472-1(c)(1)(1) E—A corporation that Is a member of the same expanded affiliated group as a corporation described In Reg. section 1.1472-1(c)(1)(0 F—A dealer In securities, commodltles, or derivative financial Instruments Qncluding notional principal contracts, futures, forwards, and options) that Is registered as such under the laws of the United States or any state G—A real estate Investment trust H—A regulated Investment company as tle5ned in section 051 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined In section 534(a) J—A bank as defined In section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(x$1) M—A tax exempt bust under a section 403p) plan or section 457(8) plan Part I. Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SEN, your TIN is your IRS Individual taxpayer Identitfcetlon number (TIM• Enter it In the social security number box. If you do not have an TIN, see How to get a TIN below. If you was a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a shine -member LLC that Is disregarded as an entity separate from Its owner (see Limited Llablifty Company (LLC) on page 2), enter the owner's SSN (or EIN, If the owner has one). Do not enter the disregarded entity's EIN. If the LLC Is classified as a corporation or partnership, enter the ent8y's EIN. Note. Seethe chart on page 4 for further clarification of two and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To may also get this form by calling 1-B00-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an TIN, or Form SS -4, Application for Employer Identification Number, to apply far an EIN. You can appll for an EIN online by accessing the IRS website at www.irs.gowbuslnesses and all on Employer Identification Number (EIN under Starting a Business. You can get Forms W-7 and SS -4 from the IRS by visiting IRS.gov or by calling 1 -800 - if you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write "Applied Far" In the space for the TIN, sign and date the farm, and give It to the requester. For Interest and dividend payments, and certain payments made win respect to really tradable Instruments, generally you will have 60 days to get a TIN and give it to the requester betas you are subject to backup whhhelding on payments. The 60 -day rule dcas not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied Fa" means that you have already applied for a TIN a that you Intend to apply for one soon. Caution: A disregarded U.S. entity that bas a fomfgn owner must use the appropriate Fonn W-8. Part II. Certification To establish to the withholding agent that you am a U.S. person, a resident alien, sign Farm W-9. You may be requested to sign by the withholding agent even ti Items 1, 4, or 5 below Indicate otherwise. For ajolm account, only the person whose TIN Is shown In Part I should sign (when required). In the vaso of a disregarded witty, the person Identified on the 'Name' line must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as Indicated In hems 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1883 and broker accounts considered Inactive during 1983. You must sign the certification or backup withholding will apply. ti you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must awes out Item 2 I the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may crass out Rem 2 of the certilkattlon. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an Incorrect TIN. "Other payments" Include payments made In the course of the requester's trade or business for rents, royalties, goods (other than bilis for merchandise), medical and health care services (Including payments to corporations), payments to a nonemployee for services, payments made In settlement of payment card and third party network trensactiens, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys Oncluding payments to corporations). 6. Mortgage Interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. 25C-73 Form W-9 (Rev. 8.2013) Pager} What Name and Number To Give the Requester For this type of sccounb Give name and SSN of: 1. Individual The Individual 2. Two or more Individuals fiolnt The actual owner of the account or, account) If combined funds, the first Individual on the account' 3. Custodian account of a minor The minor' (Uniform Gift to Minors Act) 4. a. The usual wadable savings The grantor -trustee' trust (grantor Is also trustee) b. So-called trust account that Is The actual owner not a legal or valid trust under state law S. Sale proprietorship or disregarded The owner' entity owned by an Individual 6. Grantor trust filing under Optional The grantor' Form 1088 Filing Method 1 (see Regulation section 1.671.4(b)(2)(p(A)) For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an The owner Individual 8. A valid trust, estate, or pension tout Legal entity' 9. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 10. Association, club, religious. The organization charitable, educational, or other tax-exempt organization 11. Partnershlp or mum -member LLC The partnership 12. A broker or registered nominee The broker or nominee 13. Account with the Department of The public entity Agriculture In the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Foran 1098 Rling Method 2 (see Regulation section 1.871-40)(2)(1)(3)) n List first and dmle an. nem. olthe perwowhase number you famish. If only one peBanon e Idnt account has an SSN, fret person's number must be famished. Y Circle the minor's some and fuml hthe Moes SSN. You must shag yea Individual name and you may also enter your boarew or "DBA° cents an the -Suns nem./disregarded entry some line. You may use eMe, your SSN or EIN Of you have me), but the IRS encourages you to use your SSN. ' List fist and drole the name of the tout, estate, or pardon tent. (0o not tun alk the TTN of the personal represemadve ortmatea unless the legal amity Itself Is not designated In the account title.) Also we Specialmks forparfnarsMps an page 1. •Nota. 0rantor also must provide a Form W-9 to trades of host Note. If no name Is circled when more than one name Is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal Information such as your name, social security number (SSN), or other Identifying Information, without your permisslon, to commit fraud or other crimes. An Identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer Is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by Identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by Identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-9084490 or submit Form 14039. For more Information, see Publication 4535, Identity Theft Prevention and Vlctlm Assistance. Victims of Idontlly, theft who are experiencing economic hemi or a system problem, of are seeking help In resoMng tax problems that have not been resolved through normal channels, may be eWHad for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS tall -free case Intake line at 1-877.777.4778 crTTY/TDD 1-800-829-4059. Protect yourself from suspicious smalls or pitching schemes. Phishing is the creation and use of small and websites designed to mimic legitimate business smalls and websites. The most common act Is sending an email to a user falsely claiming to be an eatabllshed legitimate enterprise In an attempt to scam the user Into surrendering private Informaticn that will be used for identity theft. The IRS does not Initiate contacts with taxpayers via smalls. Also, the IRS does not request personal detailed Information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access Information for their credit card, bank, or other financial accounts. If you receive an Unsolicited small claiming to be from the IRS, forward this message to phishingelrs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can (forward suspicious smalls to the Federal Trade Commission at: spameuce.gov or contact them at www Rc.goiffia Ror 1-877- 1DTHEFr (1-877-438-4338). Visit IRS.gov to loam more about Identity theft and how to reduce yaw risk Privacy Act Notice Section 6109 of the Internal Revenue Cade requires you to provide your correct TIN to persons (including federal agencies) who are required to file Information returns with the IRS to report Interest, dividends, or certain other Income paid to you; mortgage Interest you paid; the acquisition or abandonment of secured property; the cancellatlon of debt; or contributions you made to an IRA, Anther MSA, or HSA. The person collecting this farm uses the Information on the form to file Information returns with the IRS, reporting the above Information. Routine uses of this Information Include giving It to the Department of Justice for cMl and criminal litigation and to titles, states, the District of Columbia, and U.S. commonwealths and possessions for use In administering their laws. The Information also may be disclosed to other countries under atreaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and Intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable Interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent Information. 25C-74 EXHIBIT A L� BILLER ORDER FORM —Add-on Services 25C-75 GENERAL INFORMATION Le6al Buameva NameUty of Santa Ana TP. P18usinau: Goemment Address: 20 Cwic Center Plaza Web Lle: ww«.uaana ana u.W CA, Sent. Are State: CA Z, 92702 Pure: 9146A9-5361 Fac 714 P7.5033 ErreJ'Nn<IvenEsantaana mr Contact Name Ptle. Hans Nielsen, Project Manager Age O TramacoonANa 6,500 Inm¢e Cloud Wet RPO: Cadyn ANb[da 5a1[v Penn, AYB Trawcucn 5 Amt: 80 H,l Im,.ke S Print! 10.000 Add- On Services Pricing for Add an Services IVR{Payment Type) ' ❑ Cann Card Per tnmuction Cest AN Pa•Trarsaaron UedA Card Ma. Payment •5195 Cave Amount • $1.55 Va. O MC ❑ On[peer Cl Amee ❑ Cloud Store: Proactive Rental Enforcement Program ® credit Card Farir.....lon Cen. Auto • ANPer T.....n trach Card Mae Poym[nt (PREP)Accounts S.zD•sce9s Cciesso Amp. Wta® M ® ozz.y.r IR A...❑ Cloed P.,men4(Piyment Type) ❑ Uedu UN Pertnniattion Cot AN Par Traniacom Net card Mas Paymam Cast Amount V,,./MC D Dacaver ❑ Agee o Elpry ❑ Card Swifts Cants Onlma Bank Oirect ❑ Cmd.l Card P..,lin{ ❑ IC Payment Tnnudbn see -Uedu Card 5 Per iramaznen Check 21(Tark5&Reel ❑ OrcckRuder ❑Check ❑Crept a ... uty as Memihl, tease❑ Card Buy❑ BILLERBANK (MUSTINCLUDEVOIDEDBUSINESS CHECK FOR EACH ACCOUNT): Dr o Sanro Ana (some as"Istingl Bank Name'. I P M0T3n Addrtzr3 ParkLlr9 C,tv.lNiM,CA92614 Phona'9196334061 D[ D. -.1.1w Y r,mm.apoYmanr 0.mmryv 3 2 21716 2 7 Ac[aunte 93SBC91W Fees Yoo'Irmoiee PndLaYment Route,'. 3 229 9163 9 Aceppmv 535 3 09 500 25C-75 Certification and Agreement A 5,acruagbelew, Ue 001.1hm.b, ouvaorzos leucin pouJ,Ncl"lmut.elund-1miri"..,,m CetG:ndn entnaz[o hi Ue:4Wdeaasg ucowtp)ind<a;ea aborenUe depcpnon financial "w twds)„mad above ad to deb.:fuedd the :am, such a[oum(s). Ta Mar admowledgnz that ilia ImB.Itlan o14CN Uamaillom to it, aolonim rs) mwtan0ly 1,,hre pir quons of U S. law This auero rtr Ie to ramab in ill forte •d &Felt until fit Imnice Cad Fez mcerved winter neeinei (bf ebdrene.1 Y.S. ,aro from the W., of n+mv.asIDn In md1 bane ane nuilit- a m alb. Inroee :loud a nameable ofwr-ur, to act on Ip but net 4n than 10 buatnut days retie, and 11) .4 ebhpafo c of ,he filer 1. lino1.. Coud tris, Nve ar:Fen under this cartel men: aid as olher agnemenn have been paid in I.I. The filer must pso entity Irvine Chad. 1..rltinp, (M Iranian, or U.S. man) when o char, in amen nunberfst or Wok he, cured at whi[b I m0 Shit a Wh..eatun dvllaady m hath nit./[hen{edacpwl. TFia rotPo[an must be x[erved.?Mn l0luairvaadap nl ch>nB. A /ear v9 be creal for ary rammed ACH debiu B. By sign,bra., ire BBler nurture, (11)fire ndi. .&It"to, and eoknowro'aecelat cf the tetras and ccidiUams of the Slierigreema0. attached hand. old lrcvearead herein i mill (2) nrOFa to hi Ocud that Wine is aut,orb.d to sgn OJI Old. perm; (3) calcitic, NI an mhmUtho, and dc.umenu fubmlbaC in commotion evilh Ult Older i vin are Irx and pompon; (d) amfwrcez Imek. CIOW_ or Ib aent n verify any of She Idaaea:on given, Irch dirg crad.t Mae.cei, and to obtaera credit mmm finceadm0 a sinale, if e a mrunu-nY puma sami, (41 ag^es to ray tie Monthly Awle fee Ihncgh the bat day of the month fallowirg the a Bect4e date of [amination as peCrWed N the B2lieg Agreement; (5) agreed Rat Wer aid each cramaamn Submitted mill be bound d/ the Older torn and tis{ Bale, Agreement in hl UL”. IS) ameanhe' Mill tl aabma craeusam, only n top He no with the nfovraden In.his Ord., Form ac( Mile A,nmmer: ad evil lrmadbnM into. lm.i[e [laud, by email Iemlm-moinealttdaud.<om) if any hfermmian m vic Oida: Sorin cla lTim Will arty medibcv and tlu t Order Fxm Intlrhe CaerApe.mentomi:meIn, I,We on.pl.tel Bilk/ Apaemeet brad bitten f Ibe and Invoke Cloud and (7) IN. Bell ... that and urdarowd,[hat au]atad '.. due and ovim, t. Imoia O, W.. win to c4ie.J dao, ., monthly and d.bind from III mr.... dmae laity lemint Nrn.urikent funds IV Rae Gebtaare grand& for a [ arga N fees v nrntnahan often Agreement In pb event m mmparmeM of.1 oma it...Inn.lie O ,.d ®sex&: Ne 1ft tawl:hdn. such hums from Ido <uli nt lep<I4W.mmmI at err fine teemun pplment d the same. 11 Byiron IS I.Inv, tin 801.1 AnebyOives p..meciveolli Claud to access hit lFe.[ndn history is Tnn:Unin, Fou fax, or ether cned,t eeemnp iierry. D. Te Order Fri ad the Bite r Agreement. I income eNa.ba only wher —aul....... d be l,.okeClauderd upon ovecut�an by the Bills r d such third p,AV opmc-rant ryulnd by4vare C!;Ld W permit tie of the wrmani fincimnof the Senn[.. In WTIICSS yin iaEOr, tier h.reta h&v<a/&cvted Uuz ft—mare vs of U% Bin dal dhtareh, 2015 pt Acceed by are r. �p,�,� Br: " �..L?�,��V , r peel hLzmel Frandsen (h^iarno Finanrn Filorkn Accepted lar imine Coad: pen: Name'_ �t I. -i, zein' CEO 25C-76 EXHIBIT B Ver. 2.7 Invoice Parameters • • ' •• - 3/31/2016 I Proactive Residential Enforcem Program (PREP)Accounts Invoicing Parameters sheet must be completed for each Invoice e. Infiouse Non -Submitter �MIIII ®Visa ® MasterCard ❑ Discover ❑Amex ®EFT/ACH ❑EBPP ®Cloud Store ❑ Cloud Pay ❑ OBD ❑ IVR ❑Kiosk Billing Frequency: Annually Number of Bills: 1 i500 Number of Cycles: Number of Installments: 1 Average Invoice Amount: BO Highest Invoice Amount: �---------- - - $ 10,000 1- - Billing Months (please select the applicable months below): ❑Jan ❑Feb , ❑Mar ❑Apr ❑May ❑Jun ❑ Jul ❑ Aug ❑ Sept ❑Oct ❑ Nov ❑ Dec ® All .• ❑lst-loth ❑ 11th -2011, ❑210_31,1 call -2211@2 ❑ Biller ❑ Template ❑ Bill Print Vendor (please complete below Itni Hardware: Choose an item. QTY Choose an item. Provided by: ❑ Sales Rep ❑ Operations - Per Unit Price: $, -- F Shipping Address: ----T-_---- — ��� - --- - --- - (if different than location address) 'Se' Fedis Item Paid by • payer Item - -Pdid b Biller - - - ❑ _ Credit Card: + +- ® Credit Interchange, fees dues assessments+ p1 - - %, with $ -:Minimum Card; Authorization $ + x0,_20: 50 ! . BP ❑ EFT/ACH: $ 1 peritem ® EFT/ACH: $ II 0.50 I per item ❑ Flex Pay ACH: $ per item ❑ Flex Pay ACH: $ per item Item Paid b payer Item Paid b Biller ❑ Credit Card: ! I- ❑ Credit Interchange, fees, dues assessments+ - %with$-- - -Minimum Card: Authorization 5 + 7. BP (Without Visa Acceptance)- ❑ EFT/ACH: $ _ Per item I ❑ EFT/ACH: $ �_ _i Per Item ❑ Credit Card Service Fee: $ Max Cap for Credit Cards: $ (' !Biller ❑ EFT/ACH: Service Fee: $ (r —' i ❑ Paid by payer ❑ 1 Paid by Inferadlilve V61cb Rito6nse IVR4 ivintencior- ❑ Paid by payer Service Fee + $ ❑ Paid by Biller $ I r - per item surcharge -- Proactive Rental Enforcement Program (PREP) Accounts Cloud Store requires a customer loxbox file (see business license Cloud Store). Please see BL Cloud Store or contact City for exact specificiations far the file and form at 71112016--- •-. •, --- ---- - Hans Nielsen Precise note the above requested date is not guaranteed. The implementation tirne frame is not guaranteed sub,lect to change and delays to worldood, systems/dato requirements, bifrer cooperation and other factors. 25C-77 CHASE Of Date: 3/31/16 EXHIBIT C Merchant Services • 4 Northeastern Boulevard. Salem, NH 03079-1952 . mv%chasepaymentech.com Phone: (603) 896.6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Addendum for Application for Credit Card Processing Service Agreement/New Division Request Company ID#: Projected Live Date: 7/1/16 SECTION 1: COMPANY/CONTACT INFORMATION Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID#: 26 3972596 Contact Name: Robert Lapides Phone #: (781) 848-3733 EXT 223 Fax #: 877-256-8330 Email Address: blapides@invoicecloud.com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Santa Ana and is a ❑ wholly-owned ❑ partially owned ® affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) I, Robert Lapides EVP (Print Name) (TNe) verify that the account set-up information is accurate, that I have the authority to make such a request and thus, it should be used to set up an additional account for our company. SECTION 2: BUSINESS UNIT if different from division name) Parent Business Unit (up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: City of Santa Ana (up to 30 bytes) Business Unit #: SECTION 3: FUNDING (if new banking see section 9) If funds should be deposited to an existing bank account please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentech? ❑ Yes or ❑No If yes, Bank Account # (Section 9 does not need to be completed) If funds should be deposited to an existing funds transfer instruction please complete the following: If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?[] Yes or []No If no, a new PTl will becreated. If yes, provide FTI # (Section 9 does not need to be completed) nev11118110 1 NewDivisionSetuplcboo 25C-78 CHASE Or Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • kierchant—Services@ChasePaymenlech.com SECTION 4: 1099K CONTACT INFORMATION (W--9 required if new US entity and/or taxpayer ID, W-8 required for Canadian Transaction Division's Taxpayer ID #/No. 95-6000785 Same as Corporate Yes ❑ No 1099K Contact Name Francisco Gutierrez 1099K Contact email address: fgutierrez@santa-ana.org SECTION 4a: TRANSACTION DIVISION Division Name: City Of Santa Ana -PREP (up to 30 bytes - this will appear on your Financial Reports) Currency (list only 1 each per division): Presentment: US Settlement: US •" It using our Cross Currency Product — please provide both the Presentment and the Settlement Currencies • The following field appears on the customer's statement and Identifies the merchant name for the consumer and credit card organizations. To further aid consumer recognition, Visa has sanctioned the abbreviation of the merchant name. It must be separated from product information by an asterisk ('), which must appear in the 4th, 8th or 13th position. The asterisk cannot be used for Retail Merchants. Internet service providers, e-commerce merchants may utilize a URL instead of Customer Service Phone if not processing any Mail-order transactions (URL must only be 13 bytes) Cardholder Descriptor (Feral/ card types with the exception o(American Express): Eli t y o f S I a I n I t I a I I A I n I a Customer Service Phone* : Required for Mall Order or Retuning) City: (Required for Retail) IRL: (optional, 0 phwee provided above) (13 (13 (13 7 1 4 6 4 7 5 3 3 5 (22 bytes) bytes) bytes) bytes) Division Location Address: 20 Civic Center Plaza Country: USA (Must be a street address, PO Boxes not acceptable) City: Santa Ana State/Prov: C A Zip Code (US): 9 2 17 1 0 11 (For Refad-City above must match City Location)' Postal Code (Intl): I I I I IPostal Code (Can): I (s bytes) (StaterProVince and PostabVp codes must match the address given above) ProductlService Description (Enferprodcct deserloffon, i.e. cicthing. P I R I E I P books, memberstvp) Publication Descriptor (Please provide only itrequired by yoursubmider): Avg. Trans. $ Amt: 80 Avg. # Trans.Nr: 850 Projected Refund % 10 BPS How do you market this product? (Check onlV these that apply to this division) ❑ Catalog ❑ Direct Mail ®Internet ❑ Space Ad ❑ TV ❑ Outbound Telemarketing ❑ Other How will consumers provide credit card information to you when they order this product? (Select only one): ❑ Retail ❑ Mail/Phone(Markebng Material Required) ® Internet(Please provide your URL): http:/I wwN.invoicecloud.com/santa- ana If infemet is selected and the website is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain them Merchant Services cr your account executive. If Internet, please advise: Select one: ® SSL ❑ SET ❑ No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check info) through this website? ® Yes ❑ No Is the web site secure. i.e., will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? ®Yes ❑No Maximum Sale $125k Transaction Amount (Default S25.000 U.S. dollars or established international currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default 525.000 U.S.dollars or established international currency equivalent per transaction) (Approval will be required rorany temporary or permanent increases to this ceffing rimd). Please check the consumers payment option for this division: (Select only one) Rev11/18/10 2 NewDivisionSetup/cboo 25C-79 CHASE C6 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • wvnv.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant—Services@ChasePaymentech.com .s4 r1v..1. i2C:I SECTION 4: TRANSACTION DIVISION (continued) Please check below if applicable: E Bill Payment (A EX Payment transaction is a transaction foran ongoing service/billing cycle that is known and agreed upon in advance by the merchant and cardholder. i.e. Membership or Insurance, etc.) Do you stock product? ❑ Yes E No Do you provide custom orders at time of sale? ❑ Yes E No Do you own the product at the time of sale? E Yes ❑ No Do you drop ship the product? ❑ Yes E No If yes, what %: Are you filling your own merchandise orders? E Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone # : SECTION 5: CHARGEBACK CONTACT: (required) IQA (Manager/supervisor—one who assigns work to MCAs) (Required for retail and Discover) MRQA (Managedsupervisor— one who assigns work to MRAs) NOTE: This contact may receive any exception documents that may need to be mailed or faxed, if not participating in Chargeback Management this will be the default contact for Chargeback Mailing second contact will not be required) Location: ❑ Merchant ® Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: E Mr. ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title: CTO Phone #: 703-825-3525 Ext: Fax #: 877-256-8330 Alternate Fax M Email Address: imorabilo@invoicecloud.com Address: 1815 Beulah Rd City: Vienna State/Prov: VA Zip/Postal Code: 22182 Country: USA Will this contact require access to: Transaction History ❑ Report Center ❑ both E ? Account Masking for this contact? E Yes ❑ NO Does this contact have a Paymentech Online User ID? []Yes ENo If yes, provide User ID: CHARGEBACK CONTACT: (required) MCA (Merchant Chargeback Analyst — one who works the chargeback's) (Required for retail and Discover MRA Merchant Retrieval Analyst— one who works the retrievals ® Same as above (check here if the MCA/MRA Contact is the same as the IQA/MRQA contact) Location: ❑ Merchant ❑ Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: []Mr. ❑ Mrs. [--]Ms. First Name: Last Name: Title: Phone #: Ext: Fax #: Alternate Fax A Email Address: Address: City: StatelProv: ZiplPostal Code: Country: Will this contact require access to: Transaction History ❑ Report Center ❑ both ❑ ? Account Masking for this contact? ❑ Yes ❑ No Does this contact have a Paymentech Online User ID? ❑Yes ❑No If yes, provide User ID: Rev11118/10 3 NewDivisionSetuplcboo 25C-80 C HAS E CO Merchant Services - 4 Northeastern Boulevard, Salem, NH 03079-1952 - mm.chasepaymentech.com Phone: (603) 896-6000 - Fax: (603) 898-8715 • Merchant—SeMce ChasePaymentech.com SECTION 6: PRODUCTS & SERVICES Please indicate if you will be using any of the following additional services. Please note that some of these services May require an additional contract addendum and/or information if you currently do not have the service. (Forinformation on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: _ (Default is 3 if len blank) # of days between attempts: (Default is 3 if left blank) Out ut 0 lions: ❑ Total recommended ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US Only. Canada & UK Only): ❑Submitting or ❑Extracting (if extracting Indicate # of Days: _ (1-180 days) (if Orbital Gateway For UK -Account Updater Visa EU Merchant ID required _ SECTION 7: METHODS OF PAYMENT ® Visa ® MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro/Switch Solo (UK domicile and GBR currency only) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address in the United States. As a default Discover Diners added whenever Visa and MC are added.) ❑ Discover Canada (CAD only) ❑ Discover Diners Canada (CAD only) ❑ Private Label vendor. Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendorto obtain these attributes — for example — HRS Household— Please provide Credit Plan #) ® Discover (conveyed only)(US only) SEA I I I I I I I I I I I 1 (15 bytes) ❑ American Express(bonveyeo7 SE# I I I I I I 1 (10 bytes) As a rule: (US SE should begin with '1-6'. International SE should begin with a'9 , Canadian SEshou/d begin with a "93, International SE valid on some cross currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor. (Appears on yourAmercan Express cardholderstatement)(All othercard types use descriptorin Section 4) (20 bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Do you support American Express Partial Auths? American Express - Yes ❑ No ❑ For American Express Only, if yes - please select the following applicable option: Auth and Balance Return ❑ Partial Auth ❑ Both ❑ How have you been classified as a merchant by American Express?: (please select one) ® Electronic Check Processing Parameter (US and Canadian only) Company Name: (16 bytes) Item Description: I P I R I E I P (lo bytes) Preferred Delivery Method: (select only one) ® Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACHIEFT (US & Canada) Redeposit Parameter? ❑ Yes ® No Indicate # of Days: 0 The default is'1' How do you obtain authorization from consumers? (Select onlyone) ❑ Written consent ❑ Telephone ® Internet ECP Maximum Sale (If blank, these amounts Wil default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank. these amounts wilt default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) Revt i/18110. 4 NewDiviskmSetupfcboo 25C-81 CHASE 107 Merchant Services - 4 Northeastern Boulevard. Salem. NH 03079-1952 - vrnay.chasepaymenlech.com Phone: (603) 896.6000 - Fax: (603) 896-8715 - Merchant-Servims@ChasePaymentech.com SECTION 7: METHODS OF PAYMENT (continued) PINless Debit (Not applicable for retail merchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Anolicab/e to retail merchants only PIN BASED DEBIT Requires a PIN Pad — please complete section 8, item #4, entitled "Will you be using a Point -of -Sale terminal (US and Canada only) or Point -of -Sale software?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Intel ink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, CU24) EBT required: Yes ❑ or No ❑ ? FCS# required if processing food stamp transactions: ❑ Gift Card (U.S. only) ❑ Bill Me Later® payment option (US only) ❑ European Direct Debit For EURO on/r., (Valid only for Eum curre2g divisions) Descriptor (16 bytes) Default will be the first 16 characters of your CardholderDescrf#or unless otherwise noted Please select country(s) in which you will offer Direct Debit: AT (Austria) ❑ BE (Belgium) ❑ DE (Germany) ❑ NL (Netherlands) ❑ FR (France) ❑ For GBP Only: (Valid only for GBP current tlfvisions) Descriptor (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otheniise noted Country: UK ❑ Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The default is 1' ❑ PayPal (Valid for US currency only) Payer Email Address: (32 character fimit) (must be a unique email address belonging to the merchants business and must be working at the time of account creation. Note., No tyro accounts ordivis)ons can share the same Payer email address.) Customer Service Email Address: (127 charaderimit) Primary Contact Name: Phone: Email: Descriptor : P I A I Y I P I A I L (18 bytes) Business Name: Customer Service Phone# (optional) (75 character limit and must not contain the following characters 8, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(include hitp) ❑ Other Avg.Transaction Price: $ Avg. Trans/Yr. Percent of Annual revenue from online sales: Authentication Method: (the. method by which you (the merchant) will authenticate yourcuslomer with PayPal- you must choose only one) PayPal Direct ❑ Cardinal Commerce Centinel ❑ (if Cardinal Commerce is involved, please complete the following): Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? Yes ❑ No ❑ Time Zone (basedon memhanrsfocation): SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11118/10 5 NewDivisionSeiupfcboo 25C-82 CHASE e F Merchant Services • 4 Northeaslem Boulevard. Salem, NH 03079-1952 • vnvw.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymenlech.com SECTION 8: PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? X Merchant ❑ Other Co. Name: Invoice cloud (i.e. rulfiumentco. orEcommerce provider) If known, please provide the Presenter ID # (PID): or Submitter # (SU): ❑ 1. Will you be submitting transactions from a computer system? What is the name of the manufacturer and model of your computer platform? What is the name of the manufacturer and model of your modem? ❑ Internal ❑ External Will you be coding to Chase Paymentech specifications? ❑ Yes © No Will you use NetConnect Batch for Connectivity? ❑ Yes ® No Will you use NetConnect for connectivity for online authorization only? ❑ Yes ® No If yes, NetConnect Contact Name: Email: Userld (if existing): Phone: If applicable, name the software vendor and application you will be using to format your files: ❑ 2. Will you be using the Orbital Payment Gateway? •U this is the Arstdivision using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact': Tony Cordova UserlD (if existing) Address: 642 E Washington St. City: Brownsville State: TX Zip/Postal Code: 78520 Country: USA Phone: 956-542-6825 Email (required): tcordova@invoicecioud.com 'Primary contact must be the merchant contact for security needs. Auto -Settle Time: none ❑ AM Or ❑ PM To meet 10 ET Host window, this should be set no later than Bpm to allow Gateway to settle. Merchant Time Zone: NA Note: The Aulc-Sellle time is based in the merchant time zone. (US time zones only) Profile Management required? ❑Yes or ZNo Level of access: ❑ Merchant or ❑ Chain (select one, default is Merchant) VT Import Functionality? ❑ Yes ❑ No Auth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (Oefaurt is 3) # of Days between attempts: ❑ 3. Will you be using: ❑ PaypallVerisign ❑ CyberSource ❑ 4. Will you be using the iTerminal? (retaildivisions only) Primary Contact': UserlD (if existing) Address: City: State: Zip/Postal Code: Country: Phone: Email (required): 'Primary contact must be the merchant contact forsecurity needs. Auto -Settle Time: ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than Bpm to allow Gateway to settle. Merchant Time Zone: Note: The Auto-Seltle time is based in the merchant time zone. (US time zones only) Magtek Reader Needed? ❑Yes ❑No If Debit, Pin Pad Needed? ❑Yes ❑No If Yes, NBS7100❑ or Verifone SC5000❑ (if Yes, Magtek Readers are purchase only) ( iTerminal is only certified to utilize the above Pin Pads and aro purchase only) Rev11/18110 6 New Divisionfcboo 25C-83 CHASE CP .3 Merchant Services • 4 Northeastern Boulevard, Salem. NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 - Metch.ant—SeNices@ChasePaymentech.com SECTION 8: PROCESSING METHOD continued [15. Will you be using a Point-of-sale terminal (US & Canada only) or Point -of -Sale software? Point of Sales Software: POS/Software Name: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect❑ (If Netconnect see requirements below) If NetConnect: Where is your software hosted/configured? Corporate location❑ or Division location❑ NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity?(for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection —Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Eau iomentlTermin als: Will you ❑ Purchase? ❑ Rent? (US Only) If purchase or rent, date needed by: ❑ Use existing equipment? ❑ Yes ❑ No Terminal quantity? Printer quantity? Terminal/Equipment Type: Printer Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑ (n Netconnect see requirementbelowJ NetConnect Contact Name: Email address: Userld If existing: Phone: PIN Pad Type and quantity? (for PIN BASEOEB1TOniy) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection —Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Store Phone #: Terminal Line Phone #: Dial Out Prefix (9,8,5): Customer Service Phone # (if different then Store Phone #) Equipment/Kits/Imprinters Ship To Address (if different than store Attention to: location) Please ensure a contact will be available to accept shipment: Default will be Store Manager Street Address: City: State/Prov: Zip/Postal Code: Country: Ship to contact's phone#: Ship to contact's email: Store Opening Date: Special Requirements: Do you require a "re -program" kit? (overlay, quick reference guide, etc.) Yes❑ No❑ Do you require an Imprinter? ❑Yes ❑No Type of Imprinter required: With Dater ❑ or Without Dater ❑ Do you require an Imprinter Plate? ❑Yes ❑No Do you require a Welcome Kit? (this includes sales drafts, credit drafts, etc) Yes❑ No❑ Rev11/18/10 7 New Divisiontcboo 25C-84 CHASE ! M Merchant Services • 4 Northeastern Boulevard. Salem, NH 03079-1952 • wmv.chasepaymemech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant—SeN!ces@ChasePaymentech.com Nntpr Whpn cpHlna rm muftinlp hank arrnantc. nlaaca rmmntato a canasta fnrm fnr aarh_ SECTION 9: BANK ACCOUNT INFORMATION Check only one Settlement Currency in which we Deposit Complete all sections of the 7 options will fund to you (Country where your Bank Acct listed: below Special Wire Instructions: 60 bytes) Resides Option #1 ® USD USA A, E See section A Note section Option #2 ❑ CAD CAN Bt to 83, E Option #3 ❑ USD CAN B1 to B3, D3, D4, E .Option #4 ❑ USD Inl'I C1 to C3, D1, D3. D4, E list country funds are beinct deposited int Option #5 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as C1 and/or C2, C3, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, presentment/seltlement currency ❑NZD, ❑ZAR Option # 6 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ If DIFFERENT than Settlement C1 and/or C2, C3, D1 HKD. ❑DKK ❑CHF, ❑NOK ❑SEK, Currency and/or D2. D4. E ❑NZD, ❑ZAR, ❑USD Intl list country funds are being deposited In Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ CAN B1 to B3, D1, D4, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, NZD, ❑ZAR Section A: US BANK ACCOUNT INFORMATION select orrhy one method of transfer ® ACH Transfer 3 2 2 1 ? 1 7 1 6 2 7 (ABA #) ❑ W re Transfer (see Note) (Fedwire#/Routing #) ❑ Swift Transfer (see Note) (Swift Code: to to i r byres) Please Note: Swift code is required if your division is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and FedwineglRoutingk Special Wire Instructions: 60 bytes) Bank Account #: 935309500 Company Name: (As appears on Bank Account) Financial Institution Name: J.P Morgan City: Irvine State: CA Zip/Postal Code: 92614 ® Checking OR ❑ Savings City of Santa Ana Country: United States Section B: CANADIAN BANK ACCOUNT INFORMATION: Ti Bt I Institution Number. I I I I EFT Branch Transit Number. B2 I Swift Code: (8 to 11 bytes) I I I I I I I I I I I I (required if settlement is USD) 83 Bank Account # Company Name: (As appears on Bank Account) Financial Institution Name: City: Province: ❑ Checking OR ❑ Savings Postal Code: Country: Canada Ravi 1118/10 256-85 _85 Nevi DivisioNcboo CHASEblerchanl Services • 4 Northeaslerr Boulevard, Salem, NH 03079-1952 • xw:w,chasepaymentech com Phone: (603) 896-E000 • Fax: (603) 8968715 • tAerchanl Services(c)ChasePaymenlech.rom I Section C: FINAL DESTINATION BANK I Cl I Swift Code: (8 to 11 bytes) I I I I I I I I I T I I C2 I Sort Code: (Required in Great Britain C3 IBAN/Bank Account # Company Name: (As appears on Bank account) Financial Institution Name: City: State/Province: Special Wire Instructions: (60 bytes) Postal Code: Country: Section D: INTERMEDIARY/CLEARING BANK ACCOUNT INFORMATION Note: For Intl Deposits going through J.P. Morgan Chase in London, Intermediary is not required. Complete Section "C" only D1 Swift Code: (8 to 11 bytes) D2 Sort Code: (Required in Great Britain Only) D3 Wire Transfer. (USA Only) ) (Routing #) D4 Financial Institution Name: City: State/Province: Postal Code/Zip: Country: Special Wire Instructions' (60 bytes) Section E: Signature _ 'On behalf of City o` Santa Ana I, Francisco Guticmzz , represent and warrant (Merchant Legal Name) (Print Name) that I have the authority to add banking information and I verify that the above banking information is accurate and should be used to transfer funds accordingly.' Finance 3/31/2016 �� 1. a w 1 \�,_J • . _ Director of Aul odzed Si nature' Title Date ('Must be signed by Executive or Financial Contact) Note: In order to process this request, please attach an original voided check (starter check or bank statements not applicable) or a bank letter of verification. ATTACH VOIDED CHECK HERE Rev11118.10 < New DE•riaonrcboo ___ 25G-86 CHASE J Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 - wnw.chasepaymenlech.com Phone: (603) 898.6000 - Fax: (603) 896-8715 • Merchant_Services@ChasePaymenlech.com SECTION 10: REPORT CENTER AND TRANSACTION HISTORY ACCESS FORM 1. Please be sure to include the information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center. 2. Report delivery will be web based via Paymentech Online. 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes in Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of changes to or elimination of Paymentech Online Users. Please be sure to complete all fields below. Salutation: Check one: ® Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) blapides@invoicecloud.com (usemame@domain.com) Does this contact have a Paymentech Online User ID? ❑ Yes ® No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this Users access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? Salutation: Check one: ❑ Mr. ® Ms. ❑ Mrs. Name: Deborah Bowler Title: VP of Operations Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA ZiplPostal Code: 02184 Country: USA Email Address: (40bytes; dbowler@invoicecloud.com (usemame@domain. ccm) Does this contact have a Paymentech Online User ID? ❑ Yes ❑ No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? For additional Users, please submit additional forms. I, Robert Lapides , EVP verify that the (Print Name) (Title)' contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History andlor the eport Center. � ( Signature: i c�/f✓ { '(must be slgned Ly Executive or Financial Contact) Rev1111.8110 10 New DivisioNcboo 25C-87 InvoiceCloud EXHIBIT Biller Order Form.... TjC�Sales R p ®■ 71-6 s Partner:' i So�ftwar ,Partner:.{ tIDlEBPP} 1®[Ioud;Sfoffl {0Cloud Pa`) 19 LVRI jRIKOBD,1 I giffiq 1 I®� a'�IulasferCard%D'—`° -isc er Ip?Amertean Express (®�A''C�EFT Ownership Type: Government Biller Contacts Legal Name: City of Santa Ana Minerva Mancha, Treasury Services Supv. Address 1: I 20 Civic Center Plaza Phone Number: 714.647-5442 Ext. Address 2: Email Address: mmancha@santa-ana.org City Santa Ana State: ca Zip: 9P701 - Hans Nielsen, Project Manager Phone# 714-647-5442 Fax #: 714-6475069 Phone Number: 714-647-5442 Ext. WebsiteURL: http:lAwimci.santa-ana.camst Email Address: hnielsen@santa-ana.org Business Open Date: 1886 Minerva Mancha Federal Tax ID#: f 95-6000765 Phone Number: 714.647.5442 Ext. rrote: roderol Tux io and Legal Name must morcnan 0."dacuments, Email Address: mmancha@santa-ana.org Signatory Contact: Francisco Gutierrez Title: Finance Director Phone Number: 714$47-5400 Ext. I F— Email Address: fguberrez@santa-ana.org Paperwork Contact Will Holt, Treasury & Customer Services Manager, 17141 647-5456• wholiCasanta-cno.org. Please note that Systems and Software is still iimplementing Go Mobile for Santa Ana. New Biller Implementation: $ 1,500 Paperless Presentment: $ 0 11 Perltem includes 3 email nolificolions Biller Portal Access: $ f 100 Monthly IC Payment— Credit Card: $1 0.00 Per Item Additional User(s) $ 0.00 Monthly Per User IC Payment — EFT/ACH: $ 0.00 Per Item Online Bank Direct Access: $ 0.00 Choose an item. Online Bank Direct: $ I 0,25 Per Item Go Mobile Gateway $ 00p Choose an item. Harris Go Mobile: $ 0.00 Per Item Invoice Presentment: $ f 000 Monthly EFT/ACH Reject: $ x15.00 Per item Charge Back: $ f 20.00 Per Item e a s � eo• o Name of Checking Account (M 11 City of Santa Ana Bank Name: I J.P. Morgan Address: r 3 Park Plaza Fir 9 Irvine, CA 92614 Phone: I F949433A061 Depository Routing#: 322271627 Aeeount#: 935309500 rourm�o.•ce mem contLfoecwuibe elecrromcan de astteof Into this account. Fees Routing#: ( 322271627 Account#: 935309500 Invoice and payment essina tees will be electronicolty deducted from this account. 25C-88 �3 invoiceCloud" Biller Order Form _... A. By signing below, the Biller hereby authorizes Invoice Cloud, Inc. ("Invoice Cloud") to initiate and execute debit/credit entries to its checking/deposit accounts) indicated above at the depository financial institution(s) named above and to debit/Credit the same such accoure(s). The Biller acknowledges that the origination of ACH transactions to its occouni(s) must comply with the provisions of U.S. low. This authority Is to remain in full force and effect until (i) Invoice Cloud has received written notification (by electronic or U.S. mail) from the Biller of its revocation in such time and manner as to allow Invoice Cloud a reasonable opportunity to act on it, but not less than 10 business days' notice; and (ti) all obligations of the Biller to Invoice Cloud that have arisen under this Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when a change in account number(s) or bank has occurred al which time this authorization shall apply to such new/changed account. This notification must be received within 10 business days of change. A lee. will be charged for any returned ACH debits. B. By signing below, the Biller named: (1) has read, agreed to, and acknowledges receipt of the terms and conditions of the,Billei Agreement, attached hereto, as well as the terms and conditions at wwwTnvoicecloud.comltermsandconditions, all of which is incorporated herein by reference (2) certifies to Invoice Cloud that he/she is authorized to sign this Biller Order Form: (3) certifies that all information and documents submitted in connection with this Order Form ore true and complete: (4) authorizes Invoice Cloud or its agent to verify any of the information given, including credit references, and to obtain credt: (51 agrees to pay the Monthly Access Fee through the lost day of the month following the effective date of termination as provided in the Billing Agreement: (6) agrees that Biller and each transaction submitted will be bound by the Biller Order Form and the Biller Agreement in Its entirely: (7) agrees that Biller will submit transactions only in accordance with the information in this Biller Order Form and Biller Agreement and will immediately Inform Invoice Cloud, by email (contracts@lnvo'.cecloud.comi if any information in this Biller Order Farm changes. The terms and conditions and this Biller Order Form. the Biller Agreement and the terms and conditions at www.invoicecloud.com/termsondconditions constitute the entire Integrated Biller Agreement by and between Biller and Invoice Cloud. It any provision of this agreement hereunder is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the Invalid or unenforceable proviston(s), wilh all other provisions remaining in full force and effect, and (8) the Biller agrees and understands that outstanding sums due and owing to Invoice Cloud., will be charged daily or monthly and debited from its current depository account. Non -sufficient funds for these debits are grounds for a change in fees or termination of this Agreement. In the event of non-payment of any sums due, Invoice Cloud reserves the right to withdraw such sums from the current depository account at any time to ensure payment of the some. C. By signing below, the Biller hereby gives permission to Invoice Cloud to access his / her credit history via Trans Union. Equifax, or other credit-reporting agency D. The Biller Order Form and the Biller Agreement will become effective onlywhen counter -signed by Invoice Cloud and upon execution by the Biller of such third party agreement required by Invoice Cloud to permit use of the payment function of the Service. In WITNESS WHEREOF, the parties hereto have executed this Agreement as of this day .lune 7, 2016 Acc✓✓cepted y biller: Corporate Officer Francisco Gutierrez Printed Name Exe. Dir. Finance and ManagementSvcs. Title 25C-89 Accepted by Invoice Cloud: x F Robert Lapides Printed Name EVP Title EXHIBIT B Ver. 2.7 Invoice Parameters • • ' Municipal Utility Services • • - 5/9/2016 Invoicing Parameters sheet must be completed for each Invalce e. EMSEM systems and SoWre en0uesta 4.5 Non -Submitter (R,wis_u fa;sFefea (RFcs o er ©'WWR MEF7///AEH • • (�EBPrP} {®_C-�o d Sto a Clouci�Pay (©�_gij {� ISR IRKJosk .r-. 1111ing Frequency: Monthly Number of Bills: 23,000 Number of Cycles: 14 Number of Installments: 1 Average Invoice Amount: $250 Highest Invoice Amount: $ 125,000 Billing Months (please select the applicable months below): OJon ❑Feb OMar ❑Apr OMay ❑Jun O Jul ❑ Aug ❑ Sept ❑Oct ❑ Nov ❑ Dec ® All ...- ®1i1 -101h ® 11th -20th ®21a-31rf - 13 Willer ❑ Template ❑ Bill Print Vendor (please complete below •INFOSEND, INC. "Hardwar"e:ke item. • Provided by: ❑Sales Rep E3 Operations an item. QTY rShippin Per Unit Price: $ ddress: n locotion address) Total Due: $ Services Fees Selecl'frorn the • Item Paid b payer Item Paid b Biller ❑ _ Credit Card: I EI Credit Interchange, tees. dues assessments+ °� with $ Minimum Card- Authorization $ F— +F— > BP ❑ EFT/ACH: I $ r-- per item ❑ -- EFT/ACH: $ r peritem ❑ Flex Pay ACH: per item ❑ Flex Pay ACH: $ ( per item Uillff�, Invoice Type Item I Paid b a er Item Paid by Biller _ ❑ Credit Card: ® Credit Interchange. tees, dues assessmenis+ 7. with $ Minimum Card: Without visa Accaotonce) AUlhofizallon $ 0.50 + F —o %BP ❑ EFT/ACH: $ I - Per item ® EFT/ACH: $ 0.50 Per item ❑ Credit Card Service Fee: $ F Max Cap for Credit Cards: I $ ❑ EFT/ACH: Service Fee: 1 $ F__ ❑ Paid by payer ❑ Paid by Biller ❑ Paid by payer Service Fee + $ T I Paid by Biller $ �— per item surcharge Notes/SpAcICL1 Handling: r . 11/7/2016 Willard Holt Please note the above raqueOed dofe is not gucronteed. The implementation tbrne frame is not guaranteed subjecf to change and delays to wo&Jood, syslems/dura reauirements, biller ccooeroNon and other loclom 25C-90 Invoi eCloud" Biller Order Form SALES INFORMATION I IC Sales Rep Order Type Carlyn AI[heide Sales PrtnfSoftware Vertical GUB j Pr[nr IS&S _ _ Addron � PRODUCTS&SERVICES Products ❑EBPP ❑Claud Store 11 Cloud Pay ❑Single Sign -On C] Bill Processor ❑POSConnect ❑�tPal By Text [I IVR ❑080 ❑Kiosk ❑CSRConnect ❑PayNearMe Payments E:MSA/MasterCaWDisccver []American Express DACH/EFT BILLER INFORMATION Ownership Type Government BILLER CONTACTS Legal Name City of Santa Ana Implementation Minerva Mancha, Treasury Services Supervisor Address 1 Address 20 Civic Center Plaza I Phone 714-647-5442 Ext Email Address mmancha@san[a-ana.org _ City Santa Ana I Statel CA I ZIP92701 Technical Support Hans Nielsen, Project Manager Phone Website URL 714.647.5400 1 Fax 1 714.667.5089 J Phone 714-647-5442 1 Ext Email Address hnielsen@santa-ana.org www.ci.santaana.ca.us � Bus. Open Date 1886 Federal Tax ID 95-6000785 •Pedeml roan end legal Nome must mouh.n on documents. Marketing Minerva Mancha, Treasury Services Supervisor Phone 714-647-5442 Ext Email Address mmancha@santa-ana.org SIGNATORY AUTHORITY Name I Francisco Gutierrez Title Finance Director Phone 714-647-5400 Faz Email Address fguderrez@santa-ana.org BILLER FEES New Biller Implementation Paperless Presentment (S) P-11 Biller Portal Access ($) IC Payment -Credit Card Per Item Additional Users) ($) IC Payment - EFT/ACH Per Item Online Bank Direct Access ($) —�— Online Bank Direct Per Item Invoice Presentment ($) Monthly EFT/ACH Reject $15.00 Per Item Encrypted Reader License Fee ($) MonmN Per oevrte Charge Back 1520.00 I Per Item Cloud Store Implementation (S) one -Time Claud Store Monthly Access Monthly Additional Data Storage H Years (past 2) Bills Per Month Total Cost ($) ' BILLER BANK INFO Note: horst include voided bIwess check., bunk letter far each ccmunt Name on Account ICityofSanla Ana Bank Name JP Morgan _ Address �3 Park Plaza Fir 9, Irvine CA 92614 Phone I949-833-4061 _ fDEPOSITORY ryaurimskepoymentmleecons war be electronically deao9ted II, this oceotmi) Routing It 322271627 Account 935309500 �, FEES Rnvoi.e ondpaymentpmcess!ngjees torn be akefranicohydedvatedJrom this acrount) Routing H 1322271627 Account H 1935309500 I NDTES/SPECIAL HANDLING The City's Software vendor for Parks & Recreation Is ClvicRev. _ -1 0.0 25C-91 OnvoicieCloud" Biller Order Form CERTIFICATION AND AGREMIENT A. By signing below. the Biller hereby authorises Invoice Cloud, Inc. f'Immice Cloud') to Initiate and execute debit/credit envies Is its Checking/depoalt accountfs) Indicated above at the depository financial InsttuUonfs) named above and to debit/credit the same such accoum(s). The Biller acknowledges that the origination of ACN transactions to Its accountfs) must comply with the provisions of U.S. law. This authority IS to remain in full force and effect until (it Invoice Cloud has received written notification (by electronic or U.S. mag) from the Biller of its revocation In such time and manner as to avow Invoice Cloud a reasonable opportunity to act on B, but not less than 10 business Clays notice; and (h1 all obligations of the Biller to Invoke Cloud that have arisen under this Agreement and all other agreements have been paid in fail. The Biller must also notify Invoice Cloud, in writhnq, (by electronic or U.S. mail) when a change in account nu mber(s) or bank has occurred at which time this authorisation shall apply to such new/changed account. This notification must be received vdthm 10 business days of change. A fee will be charged for any returned ACR debits. By signing below, the Biller named: 11) has read, agreed to, and acknowledges receipt of the Biller Agreement, Biller TFC and other Order Formy executed by the Biller, antl (B) certifies to Invoice Cloud that he/she is authorized be sign this Order form; (3) certifies that all information and documents submitted in connection with this Order Form are true and complete; (A) authorizes Invoice Cloud or its agent to vedfy am/ of the information given, including credit references, and to obtain credt reports [including a spouse if in a community property state); (a) agrees to pay the Monthly Access Fee through the last &yet the month following the effective date of term'ulation as provided In the Billing Agreement: (5) agrees that Biller, and each transaction submitted will be bmendbythe Order Form and the Biller Agreement In Its entirely, (6) agrees Nat Biller will submit transactions only in accordance with the information In this Order Form and Biller Agreement and will immediately inform Invoke Cloud, by email (convects@invoke<bud.com) If any Information In this Order Form changes, and (71 the Biller agrees and understands that autstandng sums due and owing to Invoice Cloud., will be charged daily or monthly and debited from its current depositary account. Nom sufficient funds for these debits are grounds fora change in tees or termination of this Agreement. In the event of non-payment of any sums due, Invoice Cloud reserves the right to withdraw such sums from the current depository account at any time to ensure payment of the same. C. Pay by Text: Standard data rates and text messaging rales may apply based on the payer's On with their mobile phone carder. Favor can apt out of text messaging at any time with Invoice Cloud. Partial payment or overpayment is not supponed. Service fees may apply based on the biller set up with Invoice Cloud. Biller may not use the service for ae6vk es that violate any law, statute, ordnance or regulation. D. By signing below, the Biller hereby gives permission to Invoke Cloud to access his/ her credit history via Trans Union.Equifax, or other cretitreporting agency. E. The Order Form and the Biller Agreement will became effective only when counter -signed by Invoke Cloud and upon execution by the Biller or such third parry agreement required by Invoice Cloud to permit use of the payment function of the Service. In WITNESS WHEREOF, the parties hereto have executed this Agreement as of this Clay Accepted by Biller: IN Accepted by Invoice Cloud: .app r Corporate Officer Corporate Hlcer Francisco Gutierrez Printed Name Finance Director Title 25C-92 �oG�r�F Lpidzs Printed Name If FPresi(jfA+,G—u6e vaA InvoiceCloud` INVOICE PARAMETERS Immice Parameters must be completed for each invaice type Biller Order Form Invoice Type Biller Software Parks & Recreation Date 8/22/2017 CrvicRec I Pricing Model Non -Submitter Products ❑EBPP ❑Cloud Store ❑+Cloud Pay Cl pay By Text ❑IVR ❑0110 E] Kiosk []Singe Sign -On ❑8111 Processor ❑POSConnect ❑CSRConnect ❑PayNeaMe Services QVISA/Masle(Card/DIscover [:]American Express ❑�ACH/EFT BILLING DETAILS Please Indicate which months bills are sent by placing the bill count for each month below: JanFeb Mar Apr May lune Jul Aug Sep Oct Nov Dec 100 100 100 100 1 100 1 100 100 100 1 100 f 100 100 ..11 200 Avg Invoice $ 50.00 Max Invoice $5000.00 Siam 100 PRINTED BILLS Bill Mailing Dates ❑1st -10th ❑11th -20th ❑21st -31st Bill Image Provider ❑Template DBille, ElBiliff Print Vender ❑Software Partner Bill Print Vendor Contact Phone HARDWARE Card Readers quantity I Provided By loperations Per Unit Price $0.00 Monthly Shipping Total Due $0.00 Monthly Oyelgererntrierttaan taralmn aedress) SERVICE FEES Select(imn the bebw to mefcme 1J the,ervlre fee enll beynid b the Payero,l Wye, w9lab... hke. Paid by Payer Paid by Biller (Non -Submitter) Credit Card % with "$minimum Credit Card I�, 0.2 rlmm.Fee,amnsua,mem,. mtv¢Iume. lem.due asu,smznb. I$ ♦ 50 %BP EFT/ACH ' ❑ $per item EFT/ACH L+'� D.50 IS per Item Flex Pay ACH �$ per item Flex Pay ACH $ per Item UTILITY INVOICE TYPE Paid by Payer Paid by Biller Credit Card % with "$ minimum Credit Card (Without Viso Arreptonce) JmaFee ❑ p<r llerv�Fee.omAfleesfinenh• !meer<Iureq fees, due assessments. $ t = %BP EFT/ACH ❑ IS per item IS per Item UTILITY FLAT RATE Flat date Jar U04ior credd eurds must bepaidbypayer Credit Card EFT/ACH Li Service Fee: ❑ ) Service Fee: $ Max Cap for Credit Cards $ EFT/ACH Paid By _INTERACTIVE VOICE RESPONSE (IVR) Paid by Payer Service Fee: 5 Paid by Biller ❑ Per Item Surcharge $ NOTES/SPECIAL HANDLING No Discover, Visa and MasterCard only. r - u ue.e 25C-93 25C-94 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: AUTHORIZE REIMBURSEMENT AGREEMENT WITH CARIBOU INDUSTRIES INC. FOR COSTS RELATED TO 3RD AND BROADWAY DEVELOPMENT PROJECT (STRATEGIC PLAN NO. 3,5A) /OPINIONS', 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 Authorize the City Manager and the Clerk of the Council to execute a Reimbursement Agreement with Caribou Industries, Inc. for preparation of California Environmental Quality Act (CEQA) documents, CEQA related engineering costs and CEQA related legal costs for the Third and Broadway development project for the period of October 16, 2018 through completion of the development, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Caribou Industries Inc., has filed the necessary applications for the consideration of a mixed use project consisting of approximately 163 residential units, 76 hotel rooms, 14,321 square feet of commercial space and 470 parking spaces (163 residential, 211 public spaces and 96 hotel stacker spaces) at the current 3rd and Broadway parking structure site. This report authorizes the approval of a Reimbursement Agreement securing payment by the Developer for Environmental Consultant costs, CEQA related Engineering and CEQA related legal costs. The discretionary applications may consist of a General Plan Amendment (GPA), Amendment Application (AA), Zoning Ordinance Amendment (ZOA), Variances, Site Plan Review, Conditional Use Permit, and Vesting Tentative Map. In order to facilitate the application process, the City requires a deposit from the developer to cover the cost for related work including CEQA, Engineering, and City Attorney costs. It is necessary for the City to contract out for CEQA related studies for larger projects such as this and Planning staff has selected a CEQA consultant from a list of preferred CEQA vendors. Of those vendors, staff selected PlaceWorks to complete this task, funded by the applicant, but operating under the direction of the City. 2513-1 Reimbursement Agreement with Caribou Industries October 16, 2018 Page 2 Environmental Consultant (CEQA) The City's environmental consultant, PlaceWorks, has provided a proposal that covers a range of options in regards to compliance with the California Environmental Quality Act (CEQA). At this time, the City has not determined what level of documentation will be needed to comply with CEQA, but will be working to analyze and potentially accept PlaceWorks' recommendation that an addendum to the existing Transit Zoning Code Environmental Impact Report is a sufficient document by which the project may be processed. This will be determined after the technical analysis of: Air Quality and Greenhouse Gas Emissions, Traffic Impact Analysis, Phase 1 Site Assessment, Native American Coordination and Noise Study have been completed and submitted to the City. The estimated cost from PlaceWorks to complete this analysis is $86,000, plus a 10% overhead for Planning and Building Agency management of the PlaceWorks contract. Planning and Building Agency, City Attorney, and City Engineer The agreement provides for reimbursement of fees incurred for the City Attorney's Office at an hourly billing rate of One Hundred Twenty -Three ($123) per hour, and for the City Engineer's hourly rate of Two Hundred Thirty -Eight Dollars and fifty cents ($238.50) per hour. To comply with this Agreement, Caribou will deposit with the City the amount of Fifty Thousand Dollars ($50,000) to provide initial funding for the Services to be provided by PlaceWorks, Planning and Building Agency, City Attorney's Office and City Engineer. This amount shall be applied to pay invoices received from PlaceWorks, the Planning and Building Agency, City Attorney's Office and City Engineer for their Services. Caribou will replenish this fund in Twenty Five Thousand Dollar ($25,000) increments within ten business days of the City's written request. Unused funds will be returned to Caribou Industries Inc. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #3 (Economic Development), Objective #5 (Leverage private investment that results in tax base expansion and job creation citywide), Strategy A (Identify and market underutilized properties for new development that will create new jobs and expand the City's tax base). FISCAL IMPACT Upon receipt of the initial Fifty Thousand Dollar $50,000 deposit payment from Caribou, the funds will be deposited into the Planning and Building Agency's Special Revenue Fund, EIR Developer Fees revenue account (no. 05316002-53607) for expenditure in FY 2018-19 from Consultant Services — EIR Developer Fees expenditure account (no. 05316021-62308). Also, an additional 10% of all consultant fee will be charged as Administrative fee and will be deposited into the Planning and Building -Administration, EIR Developer Fees revenue account (no. 01116002- 53607). Any additional reimbursements/payments from the developer will be deposited and expended from the same accounts. 25D-2 Reimbursement Agreement with Caribou Industries October 16, 2018 Page 3 -- 75�_Ak—� Steven A. Mendoza Executive Director Community Development Agency Minh Thai Executive Director Planning and Building Agency Exhibit: 1. Reimbursement Agreement APPROV D AS TO FUNDS AND ACCOUNTS: Sergio Vidal OQ (..5 D) Acting Executive Director Finance and Management Services Agency 25D-3 25D-4 EXHIBIT 1 REIMBURSEMENT AND INDEMNIFICATION AGREEMENT BETWEEN THE CITY OF SANTA ANA AND -CARIBOU INDUSTRIES FOR THE PAYMENT OF FEES AND COSTS RELATED TO CONTRACT ENVIRONMENTAL, LEGAL AND ENGINEERING SERVICES FOR THE 31d AND BROADWAY DEVELOPMENT AT 201 W. THIRD STREET IN SANTA ANA RELATED TO ENVIRONMENTAL DOCUMENTATION This Agreement ("Agreement') is entered into as of September 4, 2018, 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 CARIBOU INDUSTRIES; INC, a Nevada corporation ("Developer"), who agree as follows: 1. Recitals. This Agreement is made with reference to the following facts and circumstances: A. The City and Developer entered into Agreement No. A-2017-058, dated April 27, 2017, in order to provide a specified period of time to attempt to negotiate a disposition and development agreement. B. The City and Developer approved the first amendment to Agreement No. A-2017-058, dated April 27, 2017, on July 5, 2017. C. The City and Developer approved the Second Amended and Restated Exclusive Negotiation Agreement No. A-2018-002, dated January 11, 2018. D. Developer is seeking entitlement to certain real property consisting of a City Owned 3 Level Parking Garage located at 201 W. Third Street, in the City of Santa Ana ("Property") (APN # 398-264-13). E. Developer has filed applications to develop the Property with a residential and commercial project, street improvements, and hotel (the "Project'), including approximately 163 residential units, 76 hotel rooms, 14,321 square feet of commercial space and 470 parking spaces (163 residential, 211 public spaces and 96 hotel stacker spaces). The discretionary applications may consist of a General Plan Amendment (GPA), Amendment Application (AA), Zoning Ordinance Amendment (ZOA), Variances, Site Plan Review, Conditional Use Permit, and Vesting Tentative Map. F. City does not have personnel with sufficient expertise to prepare or review the Environmental Document and related studies, reports and analyses for the project. In order for City to process the Project, City is in need of contracting with an environmental consultant. In addition to the environmental consultant, processing the Project will also 25D-5 require work to be performed by the City Attorney's Office and the City Engineer. The work to be performed by such persons and firms in processing the Project is collectively referred to herein as the "Services." G. City believes it is in the public interest for Developer to pay for such Services. H. Developer desires to move forward with the processing of its Project subject to the reimbursement obligations set forth herein. 2. Agreement to Pay for Services. Developer agrees to pay for all professional costs and expenses related to the Services as provided for in this Agreement, even though the actual amounts may be different than the proposal for the environmental consultant as listed in Section 3, and the amount of costs for the City Attorney's Office and City Engineer have not been estimated. City shall provide Developer with copies of monthly invoices. 3. Environmental Consultant, City Attorney, and Engineer Services. A. For the purpose of conducting the —env—iro—nm—enfal analysis, the Environmental Consultant and their subcontractors will prepare technical analysis of: Air Quality and Greenhouse Gas Emissions, Traffic Impact Analysis, Phase 1 Site Assessment, Native American Coordination, Noise Study, and any other studies deemed necessary by the Environmental Consultant to properly conduct the environmental analysis. B. For the purpose of conducting the environmental analysis, the Developer has submitted a Conceptual Site Plan, Landscape Plan, Grading Plan, and Building Elevations/Renderings, Preliminary Water Quality Management Plan and Hydrology Report/Study (Hunsaker & Associates under direct contract to Caribou Industries) Sewer/Water Study (Hunsaker & Associates under direct contract to Caribou Industries or City's sewer consultant). C. For the purpose of providing environmental and technical services, the City has received a Proposal to Provide Environmental and Technical Services from PlaceWorks in the estimated amount of Eighty -Six Thousand {$86'-Qq))� Dollars. The PlaceWorks Scope of Services is attached herewith as Exhibit A, and the PlaceWorks Cost Estimate is attached herewith as Exhibit B. Both Exhibits are incorporated herein by this reference. •A<41:0% ,,administrative overhead-fee�will be charged to developer for oversight of the PlaceWorks-Agreemgnt. `Tlie' City shall make the determination as to what type of Environmental Document is required after reviewing studies that are required for the Project. D. The Planning and Building Agency, City Attorney's Office, and the City Engineer will provide Services in connection with this Project, on an hourly basis. The City Attorney's Office hourly billing rate for reimbursable services is One Hundred Twenty Thiee ($123 00);per hour and the City Engineers hourly rate is Two Hundred Thirty Eight 25D-6 Dollarsf($23$:00) per hour. City may also utilize additional external consultants, including, but not limited to, attorneys and engineers, as necessary to complete the review. Said consultants will be billed at their agreed upon rates with the City. Specifically, the City intends to use outside counsel from the law firm of Best -Best -&-- Krieger L !Rto- dVibw the environmental documents for legal sufficiency at the rate of Three Hundred and Ten Dol4fL $3 .Wy erhour. E. Developer has deposited with City the amount of fifty thousand dollars ($50,000) to provide initial funding for the Services to be provided by Place Works, Planning and Building Agency, City Attorney's Office and City Engineer. This amount shall be applied to pay invoices received from Place Works, the Planning and Building Agency, City Attorney's Office and City Engineer for their Services. F. City shall provide Developer with a monthly statement of draws against the deposit described in Section 3.E., accompanied by invoices, time records, or other reasonable back-up therefor. G. It is understood and agreed that if any consultant begins work on the Project prior to execution and delivery of this Agreement by all parties, the fees incurred in cor nection-with the Projact_prior-to-sstch_execution_ andslelivery_wilLbe-subject_to reimbursement pursuant to this Agreement upon execution and delivery of this Agreement by all parties and the deposit of funds by Developer pursuant to Section 3.E. 4. Deposit. A. At any time that City determines in good faith that the sums then held in any deposits made pursuant to Sections 3.E above are inadequate to pay for the projected Services to be paid from such deposit overthe succeeding two (2) month period, Developer shall replenish the relevant deposit with the amount requested by City in writing, which amount shall not exceed Twenty -Five Thousand Dollars ($25,000) for any particular replenishment, within ten (10) Business Days of such written request. B. Should any deposit not be replenished in the time and amount specified as set forth in Section 4.A., City may direct that all Services to be paid from the deposit applicable to such Services be halted until such time as such applicable deposit is replenished. C. All deposits will be placed in a non-interest bearing trust account. Developer understands and agrees that City will not pay interest to Developer on the deposits, and Developer will not seek interest payments from City. D. No later than forty (40) days after the earliest to occur of: (1) final action is taken by City on the Project, (2) Developer notifies the City in writing of its withdrawal of the Project applications, or (3) the Project is otherwise abandoned, City will provide Developer with a final accounting of costs and expenses, accompanied by invoices, time records or other reasonable back-up therefor, which accounting the Developer agrees will be conclusive, in the absence of manifest error. Should the total reimbursement amount required for any Services be less than the total amount deposited by Developer with 25D-7 respect to such Services, City will refund any remaining deposit amount relating to such Services to Developerwithin forty-five (45) days after determining the final reimbursement amount for such Services. E. In the event Developer fails or refuses to make any of the deposits required herein, Developer shall be liable to City for the amount of all fees charged to the City for Services actually provided which exceed the amount of the deposit paid by Developer for such Services, and City shall have the right to pursue a breach of contract action, or any other pertinent legal action available to the City, against the Developer. Further, the prevailing party in any dispute and/or litigation necessary to enforce or interpret this Agreement shall be entitled to seek and collect its costs and reasonable attorney's fees from the other party. 5. Other Costs. Developer acknowledges that the cost of the Services does not include all application, permitting, inspection, or other fees which may be charged by City in connection with the Project. To the extent the fees ordinarily charged by City for projects similar to the Project relate to costs that are not reimbursed under this Agreement, such fees shall be separately paid in accordance with the relevant City fee schedule. 6. No Guarantee of Approval. Developer acknowledges that its payments and deposits described herein do not mean that the City will approve the Project nor that City staff will make a recommendation in favor of the Project. Even if the Project is not approved, Developer shall remain liable for all costs for Services actually provided concerning the Project. 7. Independence of Consultants. A. During the Term of this Agreement, Developer will not directly or indirectly enter or propose to enter into any financial or business relationship with any of City's consultants that are working on the Project. B. Developer hereby acknowledges and agrees as follows: L City has sole discretion to select which of its employees or independent contractors are assigned to work on Developer's application; ii. City has sole discretion to determine which persons City will hire as consultants to work on Developers application. iii. As between City and Developer, City has sole discretion to direct the work and evaluate the performance of the consultants whom the City hires to work on Developers application. City retains the right to terminate or replace at any time any consultant who is assigned to work on Developer's application. iv. City has sole discretion to determine the amount of compensation paid to consultants hired by City to work on Developer's application. 2501-8 V. City, not Developer, shall pay consultants hired or assigned by City to work on Developer's application from a City account under the exclusive control of City, which is to be funded by Developer as set forth in this Agreement. A. Except for those disclosures required by law, including, without limitation, the Public Records Act, all conversations, notes, memoranda, correspondence and other forms of communication by and between the City and its consultants shall be, to the extent permissible by law, privileged and confidential and not subject to disclosure to the Developer. vii. Developer shall have no claim to, nor shall Developer assert any right in any reports, correspondence, plans, maps, drawings, news releases or any and all other documents or work product produced by the consultants ("Consultant Work Product"); provided, however, that in the event Developer does not successfully secure entitlements for the Project and the City or a subsequent developer secures entitlements using the Consultant Work Product for entitlements on the Property, the City and/or developer shall reimburse Developer for Developers costs for preparation of such reports, correspondence, plans, maps, drawings, news releases or any and all other documents. C. City and Developer hereby acknowledge and agree that processing of Developers application is not contingent on the hiring of any specific consultant. D. City and Developer hereby acknowledge and agree that Developers duty to reimburse City is not contingent upon the approval or disapproval of the proposed Project, or upon the result of any action of the City. E. Neither Developer nor its officers, employees or agents, shall communicate with PlaceWorks, or any of the City's consultants, during the term of this Agreement without prior approval of the City, unless such communication is initiated by PlaceWorks, or any of the City's consultants, to obtain information about the Project which is needed to prepare the Environmental Document. 8. Term and Termination. Absent a formal withdrawal of the Project application(s), Developer shall not be entitled to terminate this Agreement. If Developer does formally withdraw the Project application(s), Developer shall remain liable for all costs for the Services incurred through the date of termination. The Term of this Agreement shall commence upon the execution and delivery of this Agreement by all parties hereto and shall terminate on the earliest to occur of: (a) the City taking final action on the Project; and (b) Developer formally withdrawing its Project applications. The provisions of Sections 6 through 23 (inclusive) shall survive termination of this Agreement. 9. Developer Default. A. Should Developer fail to perform any of its obligations under this Agreement, then City may, at its option, pursue any or all of the remedies available to it under this Agreement, at law or in equity. 25D-9 B. Without limiting any other remedy which may be available to it, if Developer fails to perform any of its obligations under this Agreement, City may cease performing its obligations under this Agreement. C. If any amounts remain owing to City for Services actually performed prior to termination of this Agreement, City may bring an action to recover all costs and expenses incurred by the City in completing such Services, together with interest thereon from the date incurred at the rate of ten percent (10%) per annum, or at the maximum legal rate, whichever is greater. D. City will not take the Project forward for consideration of discretionary actions unless and until all fees are paid. If any amounts remain owing to City pursuant to this Agreement for Services actually performed prior to termination of this Agreement, City may withhold consideration of discretionary actions, permits and/or certificates of occupancy until all such amounts are paid. 10. Indemnification. Developer further agrees that to the fullest extent permitted by law, the Developer shall defend, indemnify, protect, and hold harmless, the City of Santa Ana and its constituent public agency members, officers, employees, volunteers, attorneys -and -agents -(in -the -aggregate; the"City-Indemnitees")-from—an}ran�d-all-liability, demand, claim, action, or proceeding, whether actual, alleged, or threatened, including by way of example but not exclusion, proceedings of an administrative or regulatory nature and proceedings that may be associated with alternative dispute resolution (an "Indemnified Claim") brought by third parties against any City Indemnities (including any advisory agency of the City), to attack, set aside, void, annul, or challenge the validity of any approvals granted for the Project, the Environmental Document concerning the Project, or seeking damages which may arise from any approvals granted for the Project, the Environmental Document concerning the Project, or this Agreement, other than liabilities, demands, claims, actions or proceedings caused by the sole active negligence or willful misconduct of the City or any City Indemnitee. In any defense of any City Indemnitees, City shall have the absolute right to unilaterally select the legal counsel for such City Indemnitees (with the intention of using one law firm to defend all City Indemnitees unless conflicts of interest preclude such joint representation), and any experts or consultants deemed necessary by City in an exercise of City's sole discretion. Developer shall reimburse City for one hundred percent (100%) of the City's actual fees and costs in connection with the Litigation ("Fees and Costs"). Such Fees and Costs shall include, but not be limited to, all reasonable court costs and attorneys' fees, including other City staff time, consultants or experts, spent in regard to defense of an Indemnified Claim. City shall promptly render notice to the Developer of the existence of the Indemnified Claim (a "Notice") and Developer shall defend the City Indemnitees at Developer's expense. City shall cooperate fully with Developer in the defense of any Indemnified Claim. In any Notice, City shall estimate the cost of its defense, which shall include, but not be limited to, actual attorney fees, court costs, expert witnesses and y 25D-10 consultant fees, and all other costs that may arise out of, or be incurred by City in the defense of an Indemnified Claim. Upon such Notice, Developer shall promptly deposit funds equal to the first three (3) months of the Estimated Cost with the City and shall make additional deposits as and when required to fund the further costs of defending the City Indemnitees for such Indemnified Claim. Failure of Developer to deposit such funds shall be deemed a material breach of this Agreement. City shall refund, without interest, any unused portion of the deposits once litigation is finally concluded or a dispute is resolved regarding an Indemnified Claim. 11. Compliance with Law. Developer will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local laws now in force, or which may hereafter be in force, pertaining to this Agreement. 12. Waiver of Breach. Any express or implied waiver of a breach of any term of this Agreement will not constitute a waiver of any further breach of the same or any other term of this Agreement. 13. Notices. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or deemed received on: (i) the day of delivery if delivered by hand, e-mail (with confirmation of receiving party) and fax (both email and fax required for notices delivered by email or fax), or overnight courier service, during regular business hours; or (ii) on the third business day following deposit, with postage prepaid, in the_United_States_P_ostal_Service and addressed to the contracting parties. Name, address, telephone numbers, and e-mail addresses of the Parties are as follows: City: City of Santa Ana Attention: Community Development Executive Director 20 Civic Center Plaza (M-25) Santa Ana, CA 92701 Telephone: (714) 647-5360 Fax: (714) 647-6549 E-mail: SMendozaaa.santa-ana.org A Copy to: Sonia Carvalho City Attorney, City of Santa Ana 20 Civic Center Plaza (M-29) Santa Ana, CA 92701 Telephone: (714) 647-5203 Fax: (714) 647-6549 E-mail: SCarvalho@santa-ana.org Developer: Caribou Industries Attn: Mike Harrah President 25D-11 1103 North Broadway Santa Ana, CA 92701 Telephone: (714) 543-9484 (office) Fax: (714) 543-9972 Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 14. Interpretation. This Agreement is deemed to have been prepared by all of the parties hereto, and any uncertainty or ambiguity herein shall not be interpreted against the drafter, but rather, if such ambiguity or uncertainty exists, shall be interpreted according to the applicable rules of interpretation of contracts under the law of the State of California. 15. Business Day. For purposes of this Agreement, "Business Day' means any day other than a Saturday, Sunday, a federal holiday, or a day on which City Hall for the City of Santa Ana is closed for the conduct of regular business. 16. Successors. This Agreement shall be binding on and inure to the benefit of the successors and assigns of the respective parties hereto. However, this Agreement shall not be assigned by Developer in whole or in part without the prior written consent of City. 17. Governing Law. This Agreement has been made in and will be construed In accordance with the laws of the State of California, and exclusive venue for any action involving or arising out of this Agreement will be in Orange County. 18. Attorneys' Fees. If a Party hereto files any action or brings any action or proceeding against another Parry arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words "reasonable attorneys' fees" mean and include, in the case of the City, salaries (or fees) and expenses of the lawyers employed by the City (allocated on an hourly basis) who may provide legal services in connection with the representation of the City in any such matter. 19. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, unimpaired by the holding. 20. Integration. This instrument constitutes the sole agreement between City and Developer respecting the above matters, and correctly sets forth the obligations of City and Developer. Any Agreements or representations by City to Developer not expressly set forth in this instrument are void. 25D-12 21. Construction. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party, whether or not that party drafted all or a portion hereof. 22. No Prior Agreements and No Oral Modifications. This Agreement represents the entire understanding of City and Developer with respect to the subject matter hereof and supersedes all other prior or contemporaneous written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be modified, only in writing signed by the authorized representatives of City and Developer. 23. No Partnership or Joint Entity. This Agreement is not intended to and does not create a partnership or any other form of single or joint entity or any sort comprised of the Parties and/or their attorneys. 24. Authority/Modification. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Agreement on behalf of such party and to engage in the actions of such party described herein. This Agreement may be modified solely by written amendment signed by both City and_Developer__City's City_Manager,_or_designee,_may-execute_any-such-amendment-on behalf of City. 25. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first hereinabove written. CITY OF SANTA ANA -32 Raul Godinez II, City Manager ATTEST: By: Maria Huizar, Clerk of the Council APPROVED AS TO FORM: 0 Attorney By: Mich 1 F. Harrah, President Dated: 25D-13 25D-14 [RO'ttoounlbt.. - TTM ExhlbltA Scope of Services The following scope of work has been prepared in accordance with our approach and understanding of the project and CEOA, and assumes that an EIR Addendum to the programmatic Transit Zoning Code EIR (Addendum) would be the appropriate CEQ4 document. Proposed Project The Proposed Project is located at 201 West 3rd Street, at the northeast corner of Broadway and 3rd Street in Downtown Santa Ana. Caribou Industries proposes to replace the existing City -owned, 3 -level parking garage with a mixed-use development containing a 75 -room boutique hotel, 164 housing units, 15,320 square feet of commercial space (including retail and food/beverage establishments), and rooftop amenities ancillary to residential and hotel uses. The development would be comprised of two buildings: a 15 -story, 182 -foot -tall residential and commercial building and a 10 -story, 127.5 -foot -tall hotel building. The buildings would be separated by an extension of Sycamore Street from the north edge of the project site to West 3rd Street. The Proposed Project would provide 403 total structured parking spaces, including 211 public parking spaces. Consistent with statewide mandates (see AB 32, SB 375, SB 743) and SCAG's 2016-2040 RTP/SCS to place increased density near major transportation and employment centers, the Proposed Project would introduce a diverse mix land uses; place residents in the immediate vicinity of County and City governmental offices, shops, restaurants, bars, local art scenes, parks; and would be within walking distance to several major public transit opportunities. Bus routes serving the project area include OCTA routes 19, 51, 53, 55, 64, 83, 84, 145, 206, 462 and 757. These routes provide connections to several areas countywide. In addition, the project site is about one mile from the Santa Ana Regional Transportation Station, which is served by regional trains including Amtrak and Metrolink, and bus lines such as Greyhound and several OCTA bus routes. The Proposed Project would be within walking distance of the planned OC Streetcar, expected to be in operation in 2020. The Proposed Project is within a transit priority area (TPA) as defined by Public Resources Code (PRC) Section 21099(a)(7). A TPA is an area within one-half mile of a major transit stop that is existing (or planned under certain conditions). A major transit stop includes the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods (PRC § 21064.3). The Project site is within 0.15 miles of the intersection of Bus Routes 53/53X (north -south along Main Street), 55, and 64/64X (east -west via 1st Street). Under SB 743, aesthetic and parking impacts cannot be considered a significant impact within TPAs. Task 1: Project Management and Administration PlaceWorks' project manager will coordinate closely with the applicant to ensure that the EIR Addendum and associated technical documents delivered to the City are legally defensible, accurate, and useful to decision makers considering the approval of the project. The project manager will also coordinate with the City throughout the process not only to streamline the CECIA process, but to avoid or anticipate any changes that could result in delays. The project manager will be the key contact for the applicant and will be responsible for managing (1) task scheduling and assignment, management of resources, monitoring of costs, and schedule adherence; (2) consultation and coordination with local and state agencies relative to the environmental document and the environmental review process; (3) coordination and communications with City staff to ensure that City 3 MacArthur Place, Suite 1100 1 Santa Ana, California 92707 1 714.966.9220 1 PlaceWorks.com 2501-15 policies, procedures, and any applicable codes are complied with and, where applicable, are incorporated into the EIR Addendum; (4) ensuring that the environmental review process and the EIR Addendum satisfy the statutes and guidelines of CEQA and the City's CEQA procedures; and (5) representing the consultant team in public meetings as requested by the City. Task 2: Technical Analyses/Studies Based on our assumptions and understanding, the following technical analyses/studies will be prepared by the project applicant's consultants and will be available for our effort in preparation of the EIR Addendum. For the purpose of this proposal, the technical analyses/studies are assumed to be complete and contain all information necessary to adequately evaluate impacts associated with the Proposed Project. » Conceptual Site Plan, Landscape Plan, Grading Plan, and Building Elevations/Renderings » Preliminary Water Quality Management Plan and Hydrology Report/Study (Hunsaker & Associates under direct contract to Caribou Industries) » Sewer/Water Study (Hunsaker & Associates under direct contract to Caribou Industries or City's sewer consultant) PlaceWorks and its subconsultants will prepare/provide the following technical analyses/studies in support of the EIR Addendum. Task 2.1: Air Quality and Greenhouse Gas Emissions Analyses (PlaceWorks) PlaceWorks will prepare a technical analysis to evaluate potential air quality and GHG emissions impacts associated with the Proposed Project compared to what was previously analyzed in the TZC EIR. Impacts will be based on the current methodology of the South Coast Air Quality Management District (SCAQMD) for projects within the South Coast Air Basin (SoCAB). Modeling will be conducted using the California Emissions Estimator Model (CaIEEMod) and will be included as an appendix to the environmental document. Construction Phase: The analysis will calculate construction emissions related to the development of the Proposed Project. The construction phase regional emissions inventory will be based on the general anticipated construction schedule, including duration for each construction subphase, anticipated equipment for each construction subphase, and estimated earthwork movement (if applicable) and demolition debris amount, as provided to PlaceWorks. For purposes of this scope and cost estimate, it is assumed the Proposed Project would be developed in one general phase. Project -related construction emissions will be compared to the construction emissions associated with the project site as analyzed in the TZC EIR for regional and localized emissions. Previously mitigation measures identified in the TZC EIR such as MM4.2-2 and MM4.2-12 will be reviewed. Operational Phase: The Proposed Project would generate emissions from project -related transportation sources, area sources (e.g., landscaping fuel, architectural coatings, consumer products), energy sources (e.g., natural gas, electricity), water and wastewater use, and waste generation. The air quality and GHG emissions analysis will provide a quantified estimate of the increase in long-term emissions for the proposed mixed-use project only at full buildout. Additionally, the analysis will also examine emissions assumed for the project site as analyzed under the programmatic TZC EIR. Emissions will be based on the land use types being proposed and on the anticipated trip generation as determined by IBI Group, Inc. Additionally, total emissions from construction activities will be amortized into the GHG emissions inventory. GHG emissions will be evaluated SCAQMD's proposed bright -line screening threshold as the 25D-16 business -as -usual threshold utilized in the TZC EIR has been generally invalidated in the recent Newhall Ranch court case. Other Areas of Impact: The SoCAB is currently designated nonattainment under the National and/or California ambient air quality standards (AAQS) for ozone (03), fine inhalable particulate matter (PM2.5), coarse inhalable particulate matter (PM,,), and lead (Los Angeles County only). The SCAQMD has adopted the 2016 Air Quality Management Plan (AQMP). The AQMP is prepared to ensure the SoCAB can attain the long-term National and California AAQS. The air quality analysis will include a consistency evaluation of the project's regional emissions to SCAQMD's AQMP. Furthermore, the SoCAB has been designated in attainment for carbon monoxide (CO) under both the California and National AAQS. Thus, it is anticipated that the Proposed Project would not increase CO hotspots compared to what was identified in the Certified TZC EIR; and therefore, CO hotspots will be described qualitatively. In addition, it is also not anticipated that the Proposed Project would increase odor impacts as identified in the TZC EIR and therefore, the environmental document will also include a qualitative assessment of potential odor generation to describe potential odor impacts. Project Consistency with Plans Adopted to Reduce GHG Emissions: The GHG section includes an update on the latest GHG emissions reduction regulations and will discuss the GHG reduction goals of Assembly Bill 32 (AB 32), Senate Bill 32 (SB 32), and SB 375. To achieve the GHG reduction targets of AB 32, the California Air Resources Board (GARB) prepared the 2008 Scoping Plan and a 2014 update. CARB also recently released a draft of the 2017 Scoping Plan update to achieve the SB 32 reduction target. In addition, the Southern California Association of Governments (SCAG) has adopted a regional transportation plan/sustainable communities strategy (2016-2040 RTP/SCS) to ensure that the southern California region can attain the regional transportation -related GHG reduction goals of SB 375. Furthermore, the City has prepared a Climate Action Plan. Project consistency with these statewide, regional, and local GHG emissions reduction strategies and plans will be reviewed. Task 2.2: Traffic Impact Analysis (IBI Group) IBI Group will prepare a focused traffic study for inclusion in Addendum. Since the Proposed Project would be developed with the area governed by the City of Santa Ana's Transit Zoning Code (TZC), the Addendum would tier off of the traffic study of the TZC (KOA Corporation, January 2010) to establish the basis for identifying impacts due implementation of the proposed project. Traffic counts will be conducted and a TIA will be prepared with the scope defined by the City's Public Work Agency and per the adopted MMRP. The following tasks would be required to provide a traffic study for the proposed project: Project Definition: IBI Group will define the Proposed Project components and identify an appropriate study area for impact analysis Existing Conditions Analysis: The Existing Conditions Analysis will assess existing traffic conditions and level of service at study intersections within the study area for the weekday AM and PM peak hours. No new traffic counts are anticipated to be collected. Existing traffic volumes will be derived by applying a City - approved growth rate to the existing 2010 traffic volumes from the TZC traffic study. IBI Group will conduct level of service analysis. Opening Year Conditions: The Opening Year No Project Analysis will assess future year traffic conditions and level of service at study intersections within the study area for the weekday AM and PM peak hours. IBI Group will analyze project opening year (to be defined by the project applicant) and will conduct level of service analysis for the study intersections, consistent with City of Santa Ana requirements. 25D-17 Traffic volumes will be developed in conjunction with the build out year scenario in the TZC. As such, traffic volumes will be derived using both an ambient growth rate and cumulative projects anticipated to be constructed and operational during the project opening year. IBI Group will consult with the City of Santa Ana to define the cumulative projects to include from the TZC. This task will also include identification of the project's contribution to regional vehicle miles traveled (VMT) for the opening year condition and assess the potential for improvements to promote access via pedestrian, bicycle and transit modes. General Plan (2035) Conditions: The General Plan No Project Analysis will assess future year traffic conditions and level of service at study intersections within the study area for the weekday AM and PM peak hours. IBI Group will utilize the General Plan future year (anticipated to be 2035) traffic volumes from the TZC traffic study. IBI Group will manually overlay project traffic onto this scenario to provide a General Plan With Project scenario. Based on the results of the traffic analysis, IBI Group will identify any significant traffic impacts to study intersections and study roadways, and review mitigation measures identified in the certified TZC EIR to potential impacts. If appropriate, the project's fair share contribution to specific impacts will be identified. This task will also include identification of the project's contribution to regional vehicle miles traveled (VMT) for the future year condition. The future year analysis will also include an assessment of pedestrian, bicycle and transit opportunities to reduce project trips. If feasible, reductions to the project trip generation will be identified and proposed in the report. Special Analysts: IBI Group will conduct an access analysis for all project ingress/egress locations. This evaluation will include a level of service and queuing analysis the project driveway(s). Shared ParldngAnalysls: IBI Group will develop a spreadsheet -based parking model to evaluate the impacts of future planned and proposed developments within the study area. The model will be built based on the Urban Land Institute's Shared Parking Model. The Shared Parking Model is calibrated using existing land use characteristics and existing parking demand. Once calibrated, the model can be used to project future parking demand. This approach will capture the unique parking characteristics of the various land uses. It is anticipated the City will provide existing and proposed land use data within the study area to determine future parking. IBI Group will work with City Staff and model two scenarios, anticipated to be short-term and long-term. Report Preparation: IBI Group will prepare a draft traffic study report, summarizing the work efforts and analysis completed in the tasks above. Following receipt of comments by city staff, IBI will revise the draft report and prepare the final report. The report components will follow the standard City of Santa Ana guidelines for traffic studies. Task 2.3: Phase 1 Site Assessment (PlaceWorks) A Phase I Environmental Site Assessment (Phase 1) will be prepared by PlaceWorks for the 0.80 acre mixed use development project located at 201 West 3rd Street in Santa Ana. The Phase I will be prepared in accordance with the USEPA Standards and Practices for All Appropriate Inquiries (40 CFR 312), published November 2005, and the most recent version of the ASTM Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process (ASTM Designation E-1527-13). 25D-18 The goal of an ASTM Phase I is to assess whether "recognized environmental conditions' (REC), historical RECs (HREC), and controlled RECs (CREC) are associated with the subject site. Our conclusions are intended to help the user evaluate the "business environmental risk' associated with the subject site. The Phase I will evaluate site history, existing observable conditions, current site use, and current and former uses of surrounding properties to identify the potential presence of "Recognized Environmental Conditions (RECs)" associated with the site. Recognized Environmental Conditions are defined in ASTM E 1527-13 as the presence or likely presence of any hazardous substances or petroleum products in, on, or at a property: (1) due to any release to the environment; (2) under conditions indicative of a release to the environment; or (3) under conditions that pose a material threat of a future release to the environment" Records Review PlaceWorks will assemble and review readily available information on site history and usage as it relates to the presence of hazardous substances and petroleum products that would constitute RECs on the site. The ASTM standard lists mandatory and discretionary records for review. We will review information from the mandatory databases within the ASTM -specified search radii. The mandatory databases include: NPL, CERCLIS, CERCLIS NFRAP, ERNS, RCRA non-CORRACiS TSD, RCRA CORRACTS TSD, RCRA Generators, State Hazardous Waste Sites, State Landfills and Solid Waste Disposal Sites, Registered Underground Storage Tanks (USTs), and Leaking USTs. We intend to use an electronic database service to provide a report summarizing information from the required records, and will rely on the database service to conform to ASTM requirements for currency of the information. Should the database search report identify listed sites with the potential to impact the subject site, PlaceWorks may review the federal or state files pertaining to the listed sites, as reasonably ascertainable and practically reviewable. The budget presented below includes costs for review of files by one agency. Based on a preliminary records search, PlaceWorks has found that the project site had leaking underground gasoline storage tank that received regulatory agency closure following monitoring and remediation. PlaceWorks will review readily available reports on the assessment of the former underground storage tank. A 7.5 -minute US Geological Survey topographic map will be used to evaluate the physical setting in the site area and will be supplemented by discretionary review of readily available information concerning surface topography, surface water, soil, bedrock, and groundwater conditions on and in the vicinity of the project site. Historical and current aerial photographs of the properties and surrounding area will be compiled through a photograph collection search. These photographs will be reviewed by PlaceWorks for the following information: past land uses, development of the site and surrounding area, potential sources of environmental contamination or evidence of spills, and other items of environmental concern. Site Reconnaissance and Interviews PlaceWorks will visit the site and view interior and exterior conditions to assess the nature and type of activities that have been conducted at the site with respect to potential RECs. PlaceWorks will observe and document visible evidence of current and past usage of the property, particularly related to potential filling, previous structures, sewage disposal systems, hazardous substances, petroleum products, storage tanks, and evidence of spills or releases of hazardous substances or petroleum products. For budgeting purposes, we have assumed that all areas of the site will be made accessible and will be seen in one site visit. Our observations and conclusions related to the site reconnaissance may be limited by prevailing weather conditions or other site conditions at the time of our site visit. Our report will include a discussion of factors 25D-19 limiting our site reconnaissance, if applicable. If knowledgeable persons are identified and can be interviewed, interviews will be conducted. Review of past interviews may be required. As required by the ASTM standard, we ask that copies of previous environmental investigations and audits of the property are made available, as well as other information related to storage, use, or release of hazardous substances or petroleum products at the site, such as environmental permits, registrations for tanks, material safety data sheets, or waste disposal records, if applicable. Report Preparation PlaceWorks will interpret the information and data assembled from work scope task items numbers 1 and 2 above, and will formulate conclusions regarding evidence of RECs at the site and their potential impact on the site. We will prepare three copies of a report summarizing the results of our assessment and discussing our conclusions regarding the potential presence and impact of RECs in connection with the site, based on the work scope described above. As required by ASTM, our final report will include a statement indicating that the work was conducted consistent with the scope and limitations of the ASTM Standard, and discussing whether RECs were or were not identified in connection with the property. Assumptions No subsurface explorations or chemical testing of soils or groundwater will be performed during this assessment. Therefore, our conclusions regarding the evidence of RECs will be based on observations of existing visible conditions, and on our interpretation of site history and site usage information. Further, our conclusions regarding the presence of hazardous substances and petroleum products may not be applicable to areas beneath existing structures, unless specific subsurface exploration, sampling, and/or testing information is available and reviewed by us for such areas. The ASTM E 1527-13 Standard includes the following list of "additional issues' that are non -scope considerations outside of the scope of the ASTM Phase I practice: Asbestos -Containing Materials, Radon, Lead -Based Paint, Lead in Drinking Water, Wetlands, Regulatory Compliance, Cultural and Historic Risks, Industrial Hygiene, Health and Safety, Ecological Resources, Endangered Species, Indoor Air Quality, and High Voltage Powerlines. Assessment of these items is not included in our proposed work scope. A limited assessment of the presence of polychlorinated biphenyls (PCBs) is included in the ASTM work scope. Accordingly, our assessment of the presence of PCBs is limited to those potential sources specified in the ASTM Standard as "electrical or hydraulic equipment known or likely to contain PCBs to the extent visually and or physically observed or identified from the interview or records review. A chain -of -title will not be provided under this scope of work. Task 2.4: Native American Coordination/Consultation Under this task, PlaceWorks will contact the California Native American Heritage Commission (NAHC) and request for a review/search of their Sacred Lands File. NAHC will determine if any NAHC-listed Native American sacred lands are located within or adjacent to the project site. Upon their review of the Sacred Lands File, NAHC will provide PlaceWorks with a letter/memo outlining their findings. Additionally, in accordance with the Senate Bill 18 (SB 18) Native American consultation procedures involving general plan amendments, PlaceWorks will coordinate with City staff to acquire the list of Native American tribes that have submitted formal consultation request letters to the City. Upon receipt of the tribe list, PlaceWorks will prepare a letter on behalf of the City to the tribe(s), requesting that the tribe(s) contact the City in writing if they wish to consult on the proposed project; the City will mail out the final 25D-20 letters to each tribe on City letterhead. Please note that AB 52 Tribal Consultation would not be triggered by preparation of an EIR Addendum. Task 2.5: Noise Study PlaceWorks will prepare a noise and vibration technical analysis to evaluate potential impacts associated with implementation of the proposed project. We will identify potential impacts on sensitive land uses based on relevant standards and criteria for noise exposure, including federal, state, and local ordinances, policies, and standards, such as those identified in Irvine's General Plan Noise Element and Municipal Code. The results of the analysis will be incorporated into the Addendum and modeling data sheets included as an appendix. Existing Noise Conditions. PlaceWorks will identify the nearest sensitive receptors and other environmental characteristics, based on our experience and knowledge of similar noise environments, aerial photography, site plans, and project site photos. Traffic noise is expected to be the dominant ambient noise source in the area, both now and at project buildout. As such, no field measurements of ambient noise levels are proposed, and existing conditions will be described using available noise contours and modeling procedures. Transportation Noise. PlaceWorks will model vehicular traffic noise using a version of the U.S. Federal Highway Administration (FHWA) Traffic Noise Model. The traffic noise analysis will be based on traffic volumes for the analysis scenarios provided by IBI Group. PlaceWorks will identify any substantial noise increases above established criteria and compared to those identified in the Certified EIR. Stationary Noise. PlaceWorks will describe nontransportation stationary and area sources of noise generated by the project. Potential sources of stationary noise include heating, ventilation, and air conditioning systems, delivery and parking lot noise. Future nontransportation noise will be evaluated based on the City's Municipal Code limits and the impacts identified in the Certified EIR. Construction Noise and Vibration. PlaceWorks will evaluate potential construction noise and vibration impacts associated with the project. Noise and vibration effects from construction activities will be discussed in terms of accepted standards from the City's Municipal Code and the Federal Transit Administration (FTA). Impacts of the proposed project will be compared to those identified in the Certified EIR. Mitigation measures to reduce short-term construction noise and vibration impacts from the Certified EIR will be identified. Task 2.6: Shade/Shadow Analysis PlaceWorks will prepare a shade/shadow analysis for inclusion in the addendum. This involves the analysis of the shade and shadow patterns created by the proposed project. This analysis requires that the applicant provides a model of the project that can be imported into SketchUp, if a model cannot be provided or is not available PlaceWorks can create a model if ample project information is provided. The model will be used to analyze shade and shadow patterns created in 1 hour increments from a time period of 8 AM to 8 PM during the winter solstice and summer solstice periods (13 time periods for each solstice). This model will be used to graphically show the proposed project shade and shadow pattern during these times, a compiled exhibit during each solstice will provide the travel of the shadow cast throughout the day. The project modeling will consist of a simple block form model representative of the building footprint and height. 25D-21 Task 3: Screencheck EIR Addendum Based on our review of the materials provided to us and our understanding of CEQA and the environmental issues associated with the Proposed Project, PlaceWorks will complete a screencheck version of the EIR Addendum. The environmental analysis will be completed in compliance with CEQA Guidelines (Section 15164) and the City's adopted CEQA checklist. The TZC EIR found that buildout of the TZC would result in significant and unavoidable impacts related to aesthetics, air quality, cultural resources, noise, and traffic. To support analysis in the EIR Addendum, PlaceWorks will do the following: » Evaluate changes in impacts associated with the Proposed Project in comparison to impacts disclosed in the TZC EIR » Modify adopted mitigation measures to reflect site-specific impacts not adequately addressed by the TZC EIR » Verify that no "new or substantially more severe" significant impacts would occur under the Proposed Project and confirm that preparation of a Subsequent EIR is not required. The Addendum will be prepared in conformance with CEQA Guidelines Section 15164 and the City's CEQA Procedures and will include a competed IS checklist and associated discussion that compares the Proposed Project with the assumptions in TZC EIR. The Addendum will include the following contents: » Introduction » Environmental Setting » Project Description » Environmental Checklist (based on Appendix G of the CEQA Guidelines) » Environmental Analysis » List of Preparers » References » Appendices Please note that, unlike other CEQA documents (e.g., EIR, MND), an Addendum does not require a public review period. Because of this, AB 52 Tribal Consultation is not triggered by an addendum—only by documents with formal public noticing or public review, such as a negative declaration, mitigated negative declaration, or EIR. PlaceWorks will coordinate with the City to obtain any additional or updated information for the Proposed Project, including technical reports and construction equipment and schedule information. Our staff will conduct a site visit and document existing conditions with photographs. Project site plans, elevations, grading plans, utility plans, and landscaping plans (as available) will also be utilized to accurately evaluate project -related impacts. The completed screencheck EIR Addendum will be submitted to the City for review and comment. The proposal assumes three weeks for City staff to review the screencheck EIR Addendum as requested by the RFP. PlaceWorks will meet with the City to discuss and resolve any major areas of concern in the screencheck, clarify areas of misunderstanding, etc. For the purposes of this proposal, we assume that the City will provide one compiled set of comments and one round of review of the screencheck EIR Addendum. Modification to the scope of work, budget, and time frame may be necessary if additional screencheck reviews are required. 25D-22 138107TAr '* mkol Task 4: Proofcheck EIR Addendum PlaceWorks will edit the Screencheck EIR Addendum upon receipt of review comments from City staff within two weeks of receipt. We anticipate that City staff will provide one compiled set of comments. We also anticipate that there will be no substantive changes to the proposed site plan or the project description and no new or additional modeling required for the technical studies. The revised version of the Addendum will be submitted to the City in track changes for review to ensure that all comments have been addressed. This proofcheck document will include how/where staff comments on the screencheck Addendum have been addressed. Task 5: Final EIR Addendum Revisions to the Screencheck EIR Addendum will be completed by PlaceWorks based on the City's one round of staff review comments. We anticipate that city staff will provide one compiled set of comments. We anticipate there will be no substantive changes to the proposed site plan or the project description and no new or additional modeling required for the technical studies. PlaceWorks will edit the Screencheck EIR Addendum upon receipt of review comments from City staff within two weeks of receipt. We anticipate that City staff will provide one compiled set of comments. We also anticipate that there will be no substantive changes to the proposed site plan or the project description and no new or additional modeling required for the technical studies. The revised version of the Addendum will be submitted to the City in track changes for review to ensure that all comments have been addressed. This proofcheck document will include how/where staff comments on the screencheck Addendum have been addressed. A Mitigation Monitoring Program would also be prepared based on Mitigation Monitoring Program No. 085c. Task 6: Mitigation Monitoring and Reporting Program and Notice of Determination PlaceWorks will prepare a Mitigation Monitoring and Reporting Program (MMRP) based on applicable mitigation measures from the TZC EIR and pursuant to Section 21081.6 of the CEOA Public Resources Code. The MMRP will be defined through working with City staff to identify appropriate monitoring steps/procedures in order to provide a basis for monitoring such measures during and upon project implementation. The MMRP will be based on the MMRP for the TZC EIR. If the EIR Addendum determines that previously adopted mitigation measures in the TZC EIR are adequate to mitigate the environmental impacts of the Proposed Project, no updated MMRP will be necessary. Task 7: Meetings PlaceWorks staff will attend one kick-off meeting with the City and the applicant to discuss the project approach and schedule. Our scope of work and cost estimate assume up to 28 hours of meeting attendance by PlaceWorks' project director and/or project manager, as outlined below. Additional meeting participation at the City's request will be billed on a time -and -materials basis in accordance with the hourly rates for the personnel involved, as included in this proposal. 2501-23 This page intentionally left blank. 25D-24 r Exhibit B Cost Estimate PlaceWorks will complete the environmental and technical services outlined for a fee not to exceed $86,000 (see Table 1). Costs are billed based on PlaceWorks fee schedule, provided below. Table 1. Cost Estimate for EIR Addendum TASK COST LABOR EXPENSES $800 Task 1 — Project Management and Administration' 2,440 Task 2 —Technical Analyses/Studies 0 Task 2.1 —Air Quality and Greenhouse Gas Emissions Analyses 8,355 Task 2.2 —Traffic Impact Analysis (IBI Group) 28,450 Task 2.3 — Phase 1 Site Assessment 6,770 Task 2.4 — Native American Coordination/Consultation 2,400 Task 2.5 — Noise Study 5,400 Task 2.6 — Shade/Shadow Analysis 3,500 Task 3 — Screencheck EIR Addendum 15,865 Task 4 — Proofcheck EIR Addendum 3,460 Task 5 — Final EIR Addendum 1,935 Task 6 — Mitigation Monitoring and Reporting Program and Notice of Determination 875 Task 7 — Meetings 4,380 Subtotal $83,630 REIMBURSABLE EXPENSES Reproduction (mailing, copies, etc.) $800 County Filing Fees' 50 Mileage' and Miscellaneous copies 120 2% of Labor for Office Expenses 1,200 Subtotal $2,170 GRAND TOTAL $66,000 Notes: 1 Project management based on an approximately 6 -month schedule, from contract authorization to the City Council meeting. If the schedule is extended beyond the anticipated time fame for reasons beyond the control of PlaceWorks, additional time for ongoing project management would be incurred and an adjustment to our cost estimate may be required. 2 County fling fee assumes that California Department of Fish and Wildlife (CDFW) fees were paid at the time of the original NOD filing for the Certified RC EIR with the Orange County Clerk -Recorder and that the receipt for payment of CDFW fees is available to be attached to the NOD filed with the County Clerk, or that an exemption will be obtained from CDFW due to the developed nature of the project site. 3 Mileage reimbursement rate is the standard IRs -approved rate. 3 MacArthur Place, Suite 1100 1 Santa Ana, California 92707 1 714.966.9220 1 PlaceWorks.com 25D-25 ® PLACEWORKS Table 2. PlaceWorks 2018 Standard Fee Schedule STAFF LEVEL HOURLY BILL RATE Principal $210-$335 Associate Principal $190-$230 Senior Associate/Senior Scientist $160-$210 Associate/Scientist $120-$180 Project Planner/Project Scientist $95-$135 Planner/Assistant Scientist $85-$110 Graphics Specialist $65-$160 Clerical/Word Processing $45-$180 Intern $65-$95 Subconsultanls are billed at cost plus 10%. Mileage reimbursement rate is the standard IRS -approved rate 2501-26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: APPROVE AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING WITH THE VERA INSTITUTE OF JUSTICE FOR THE SAFE CITIES NETWORK AND AMENDMENT TO THE AGREEMENT WITH IMMIGRANT DEFENDERS LAW CENTER FOR IMMIGRATION LEGAL DEFENSE SERVICES RECOMMENDED ACTION APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Amend the Memorandum of Understanding between the Vera Institute of Justice and the City of Santa Ana, related to the City's participation in the SAFE Cities Network, to extend the term for an additional one year through October 31, 2019, subject to non -substantive changes approved by the City Manager and the City Attorney. 2. Amend the agreement with Immigrant Defenders Law Center to provide immigration legal defense services to Santa Ana residents, in the amount of $85,000, for a total amount not to exceed $150,000, and extend the agreement term for an additional one year through October 31, 2019, subject to non -substantive changes approved by the City Manager and City Attorney. BACKGROUND The Vera Institute of Justice (Vera) is an independent, non-profit national research and policy organization whose goal is to "[work] with governments to build and improve justice systems that ensure fairness, promote safety, and strengthen communities." The Safety and Fairness for Everyone (SAFE) Cities Network is an initiative that provides catalyst grant funding for trained legal service providers to represent immigrants facing deportation, or removal proceedings. Immigrant Defenders Law Center (ImmDef) is a legal service provider with offices located in Los Angeles and Santa Ana that provides removal defense services. ImmDef was selected by the City of Santa Ana in September of 2017, following an RFP process, as the preferred legal service 25E-1 Amend MOU with Vera Institute of Justice; Amend Agreement with Immigrant Defenders Law Center October 16, 2018 Page 2 provider due to their extensive experience in providing immigration legal defense using the universal representation model. Universal legal representation refers to a removal defense model that does not prohibit services to any categories of immigrants in removal proceedings other than those based on income requirements. The only criteria ImmDef will use to screen clients for Santa Ana's universal legal representation program is an income eligibility requirement of 200% or below of the federal poverty guidelines, and a Santa Ana residency requirement. DISCUSSION On October 17, 2017, the City Council approved a Memorandum of Understanding (MOU) with Vera's SAFE Cities Network for grant funding eligibility for removal defense services, technical assistance and tranining, and data collection and research support. At the same meeting, the City Council also approved an agreement with ImmDef to serve as the City's legal service provider (LSP) for the implementation of a universal legal representation plilot program. The pilot program was funded via $65,000 in City funds appropriated by the City Council solely for Santa Ana residents and $100,000 in Vera one-time grant funds for detained removal defense. Vera's grant funds prioritize Santa Ana residents, however may also be used to support removal defense for Orange County residents if additional capacity exists. ImmDefs Santa Ana universal legal representation program opened its Santa Ana office adjacent to the Legal Aid Society of Orange County at 2121 N. Tustin Avenue and became fully staffed and operational in March 2018. Since becoming operational, ImmDef has initiated representation to 17 Santa Ana residents in removal proceedings. Three cases have closed, which includes one Santa Ana resident who obtained relief from removal. The other 14 cases remain pending on both the detained and non -detained dockets. With the initial pilot program funding, ImmDef anticipates providing representation to a total of 35 to 40 residents. ImmDefs clients represent a wide cross-section of Santa Ana residents, including single mothers, fathers, homeless individuals, youth, the elderly and victims of domestic violence. Client examples include a long-time Santa Ana resident single mother fleeing domestic violence, a father of 6 U.S. citizen children, and a young man fleeing his abusive father in home country. The universal representation model allows ImmDef to provide full -scope removal defense assistance to individuals, regardless of the immigration relief available. Whereas most traditional legal service programs identify eligibility for representation through screening for viable immigration relief, ImmDefs model ensures each client, regardless of potential relief, is given an opportunity to be heard. ImmDef works closely with community-based organizations such as Building Healthy Communities, legal service providers, and other immigration advocates to ensure that the Santa Ana community is made aware of its legal services. Additionally the City of Santa Ana has launched a universal legal representation webpage to inform the community of our partnership with ImmDef, to help bring awareness of the program, and to share progress updates and data collected by Vera. 25E-2 Amend MOU with Vera Institute of Justice; Amend Agreement with Immigrant Defenders Law Center October 16, 2018 Page 3 As part of the 2018-19 Budget adoption process, the City Council majority approved an additional $85,000 to continue universal legal representation efforts beyond the pilot program period. As such, staff is recommending that the MOU with Vera be extended for an additional one-year period in order to continue receving technical assistance and tranining, data collection and research support through October 31, 2019. Furthermore, staff is also recommending to extend the agreement with ImmDeff for an additional one-year period and add the budgeted $85,000 to expand the number of clients to be represented by ImmDef. Based on ImmDefs proposed budget, ImmDef anticipates serving an additional 18-21 clients in Santa Ana with these additional funds. ImmDef anticipates the case cost to remain at $4,125 to $4,722 which is identical to the case cost during the pilot program period. The actual number of Santa Ana residents served will depend on many factors such as: the number of individuals who have no relief available to them or who seek voluntary departure, the number of individuals whose cases proceed to a trial (merits hearing) while detained versus clients released on bond, and the level of cooperation from the Exeutive Office for Immigration Review or U.S. Immigration and Customes Enforcement in assisting with client accessibility and FISCAL IMPACT case calendaring. Funds in the amount of $85,000 are available for expenditure in FY 2018-19 in the City Manager's Office - Contract Services -Professional account (no. 01105015-62300). Robert C. Cortez Deputy City Manager City Manager's Office APPROVED AUTO FUNDS AND ACCOUNTS: 'Sergio Vidal sy,A Acting Executive Director Finance and Management Services Agency Exhibits: 1. First Amendment to the Vera Institute Memorandum of Understanding 2. First Amendment to the Immigrant Defenders Law Center g Agreement 25E-3 25E-4 EXHIBIT 1 FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING WITH THE VERA INSTITUTE OF JUSTICE FOR SAFE CITIES NETWORK THIS FIRST AMENDMENT to the above -referenced agreement is entered into on October 16, 2018, by and between the Vera Institute of Justice ("Vera"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Memorandum of Understanding No. A-2017-286, effective October 17, 2017, by which Vera agreed to support the City of Santa Ana in establishing a program of publicly funded legal services for removal defense ("MOU'�. B. By the MOU, Santa Ana became a participant in Vera's Project entitled "The SAFE Cities Network," a diverse group of local jurisdictions around the country committed to due process and providing legal representation to immigrants facing deportation and keeping communities strong and safe. The MOU memorializes the agreed-upon principles for the Project and the contributions of both Vera and the City. C. The MOU remains in effect through October 31, 2018, with provision for extension, and the parties now wish to amend the MOU by extending the term of the MOU. The Parties therefore agree: 1. Section 1, Mutual Understandings and Commitments, is amended to extend the term of the MOU through October 31, 2019. 2. Except as modified by this First Amendment, all terms and conditions of the MOU shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the MOU on the date and year first written above. ATTEST CITY OF SANTA ANA MARIA D. HUIZAR RAUL GODINEZ II Clerk of the Council City Manager - signatures continue on next page - Page 1 of 2 25E-5 APPROVED AS TO FORM VERA INSTITUTE OF JUSTICE SONIA R. CARVALHO City Attorney By: JWN M. FUNK Assistant City Attorney FOR APPROVAL ROBERT CORTEZ Deputy City Manager Name: Title: Page 2 of 2 25E-6 EXHIBIT 2 FIRST AMENDMENT TO GRANT FUNDING AGREEMENT FOR LEGAL SERVICES THIS FIRST AMENDMENT to the above -referenced agreement is entered into on October 16, 2018, by and between Immigrant Defenders Law Center ("Grantee"), 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"). RECTTALS A. The parties entered into Grant Funding Agreement for Legal Services No. A-2017-287, effective November 1, 2017, by which the City provided funding to Grantee for the provision of removal (deportation) defense services that contribute to the protection of families of Santa Ana immigrant populations ("Agreement'). B. The Agreement remains in effect through October 31, 2018, and the City wishes to provide additional funding to Grantee for the continuation of such services through October 31, 2019. C. The parties now wish to amend the Agreement accordingly. The Parties therefore agree: 1. Section 1, Program of Legal Services, is amended to include the scope of services to be provided by Grantee as described on Exhibit A. 2. Section 2, Term of Agreement, is amended to extend the term of the Agreement through October 31, 2019. 3. Section 3, Use of Grant Award; Payment, is amended to include additional funding in the amount of $85,000, as payable by City to Grantee within forty-five (45) days of approval of this First Amendment. 4. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year fust written above. ATTEST CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council RAUL GODINEZ 11 City Manager - signatures continue on next page - Page 1 of 2 25E-7 APPROVED AS TO FORM IMMIGRANT DEFENDERS LAW SONIA R. CARVALHO CENTER City Attorney By: 06f,O� J M. FUNK Assistant City Attorney FOR APPROVAL ROBERT CORTEZ Deputy City Manager Name: Title: Page 2 of 2 25E-8 EXHIBIT A IMMIGRANT DEFENDERS Law Center Santa Ana Universal Representation Project Y2 — Scope of Work 2018-2019 Proposed Budget: $85,000 Describe the type of immigration legal services that you will be providing through the City of Santa Ana's Universal Representation Fund. ImmDef will continue to provide removal defense legal services exclusively to Santa Ana residents. We will prioritize this funding on cases that originate in detention, either at the Musick or Theo Lacy facilities. Depending on staff capacity, ImmDef may also represent Santa Ana residents who are detained in Adelanto. We will also provide removal defense legal services to non -detained Santa Ana residents in removal proceedings, with the caveat that priority be given to detained Santa Ana residents. We will provide full-scale deportation defense in these cases including bond, initial masters, and subsequent masters, merits (both detained and released). Proposed Program Model: ImmDefs representation model i5 based on a universal model of representation. ImmDef has never denied representation to anyone based on their lack of eligibility for relief, complexity of issues, or for any other reason. The only criteria ImmDef will use to screen clients for this project is an income eligibility requirement of 200% or below of the federal poverty guidelines, and a Santa Ana residency requirement. Estimated Numbers of Clients to be Served: Based on ImmDefs proposed budget, ImmDef anticipates serving an additional 18-21 clients in Santa Ana with these funds. The actual number served will depend on factors beyond our control such as: the number of individuals who have no relief available to them or who seek voluntary departure, the number of individuals whose cases proceed to a trial (merits hearing) while detained versus clients released on bond, and the level of cooperation from EOIR or ICE in assisting with client accessibility and case calendaring. Given our budget of $85,000, the proposed metrics leave us with a case cost of $41250$4722, which is identical to the case cost in Y1. Under the Y1 contract through the City of Santa Ana and the Vera Institute, ImmDef projected that it would represent 35-40 Santa Ana and Orange County residents in removal proceedings. We anticipate by the end of the contract year with the City of Santa Ana ending on October 31, 2oi8, that we will have initiated representation with another 3-5 cases, bringing our Y1 total to approximately 20-22 Santa Ana residents represented by this project. Due to staffing changes and hiring, and delays with setting up our physical space in Santa Ana, our Santa Ana OC team was not fully operational until March 2018, approximately four months after the grant period began for Y1 on November 1, 2017. ImmDef plans to incorporate the additional 15-20 cases to our Y2 deliverables, with an expected total by the end of Y2 of 53 Santa Ana and Orange County cases, with a mixture of non -detained and detained cases. Anticipated outcomes and Impact of Services: ImmDef expects our high Ei quality representation to have a profound effect on the clients we serve. As of October 4, 2018, ImmDef represents 17 Santa Ana residents in removal defense proceedings. Three cases have been closed, with one Santa Ana resident obtaining relief from removal. The remaining 14 cases are pending. The project serves a cross-section of Santa Ana's immigrant community, including single mothers, fathers, homeless individuals, youth, the 25E-9 EXHIBIT A elderly and victims of domestic violence. Even in cases where we were unable to secure immigration relief for community members, our attorneys played an important role by showing our clients and their families that they are not alone through this process. The impact of this project will be most concretely evident in the number of clients served through the program, and the impact of representation on the outcome of those clients' cases. We will be able to measure this impact by the sheer numbers of clients receiving representation, but also by comparing the outcomes of cases of those clients who receive representation with the outcomes of unrepresented detainees. This data will be readily available through our internal case management software and governmento maintained immigration court data. Another important indicator of the project's impact will be the number of Orange County area residents who receive an intake screening even if ultimately, they are unable to receive representation through the project due to financial or residency factors. The screening in and of itself is an important benefit to a potential client as we will be able to use it to orient the detainee to the immigration removal process and offer them options outside of our services such as referrals to reputable private attorneys. In addition to the sheer number of clients served under the project and the outcome of the cases, it will be important to measure the qualitative impact of these services on our clients, their families and our communities. ImmDef has worked with the Vera Institute to measure this impact which will hopefully enable us to build support for continuing funding for removal defense in Orange County. ImmDef would also be interested in facilitating meetings between clients whose cases are successfully completed and the Santa Ana City Councilmember whose district they live in so that we may directly show elected officials the impact of the program on their constituents. 25E-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: CLERK OF COUNCIL USE ONLY: APPROVED FIRST AMENDMENT TO AGREEMENT ❑ As Recommended WITH MERCY HOUSE LIVING CENTERS ❑ As Amended INC., TO OPERATE AN INTERIM E] Ordinance on nd Rea g ❑ 2 Ordinance on 2 Reading HOMELESS SHELTER IN SANTA ANA ❑ Implementing Resolution (STRATEGIC PLAN NOS. 1,6; 5,4; 5,6) ❑ Set Public Hearing For RECOMMENDED ACTION CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to approve amendment to the agreement with Mercy House Living Centers, Inc. to operate an Interim Homeless Shelter in Santa Ana, to include provision of indemnification relating to certain Contractor's obligations under the separate, written lease entered into by Contractor to secure a site. DISCUSSION On the September 18th, 2018 City Council meeting, the City Council approved an agreement with Mercy House Living Centers, Inc., to operate an Interim Homeless Shelter in Santa Ana for a period of one year, with the option to renew for up to one additional year. The First Amendment to Agreement narrates the City's partnership provide additional indemnification to the Contractor relating to Section 8 of the agreement (Exhibit A). In specific, the City and the Contractor agree to indemnify, defend and hold harmless each other. In particular, the City will provide safeguards to the Contractor throughout the term of the lease in the event that the site is not vacated, come end of lease term. Staff finds the indemnification to the be in the best interest of the City in order to move forward with the establishment of the low barrier Interim Emergency Homeless Shelter to mitigate the impacts of homelessness in Santa Ana and to provide unsheltered individuals and families experiencing homelessness a safe shelter with supportive services to improve the quality of life for all. STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal # 1 — Community Safety, Objective # 6 (enhance Public Safety Integration, communication and community outreach); Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 4 (Support neighborhood vitality and livability) and # 6 (Focus projects and programs on improving the health and wellness of all residents). 25F-1 First Amendment to agreement with Mercy House for Homelessness Related Services October 16, 2018 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Steven A. Mendoza Executive Director Community Development Agency Robert C. Cortez Deputy City Manager City Manager's Office Exhibit: 1. First Amendment to Agreement with Mercy House Living Centers to Operate an Interim Emergency Homeless Shelter 25F-2 EXHIBIT 1 FIRST AMENDMENT TO AGREEMENT WITH MERCY HOUSE LIVING ` CENTERS TO OPERATE AN INTERIM EMERGENCY HOMELESS SHELTER THIS FIRST AMENDMENT to the above -referenced agreement is entered into on October 16, 2018, by and between Mercy House Living Centers, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2018-221, dated September 18, 2018, by which Contractor agreed to administer and operate an interim, low barrier emergency homeless shelter in the City of Santa Ana ("Agreement"). B. The City wishes to provide additional indemnification in favor of Contractor relating to certain of Contractor's obligations under the separate, written lease entered into by Contractor to secure the premises for Contractor's obligations under the Agreement. C. The parties now wish to amend the Agreement accordingly. The Parties therefore agree: 1. Section 8, Indemnification, is deleted in its entirety and replaced in its entirety with the following: City and Contractor agree to indemnify, defend, and hold harmless each other, including their respective officers, directors, employees, representatives, agents, successors, and assigns, from and against all claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs, and expenses (including, without limitation, reasonable attorney's fees) (collectively, "Claims and Damages") to the extent arising out of their respective breach of this Agreement and/or negligence or willful misconduct in the performance of their respective obligations under this Agreement. Additionally, and notwithstanding the foregoing mutual indemnification, City shall also independently indemnify, defend, and hold Contractor (and its officers, directors, employees, representatives, agents, successors, and assigns) harmless from any and all Claims and Damages to which Contractor may become subject under the written lease entered into by Contractor to secure the premises for its obligations under this Agreement, which such Claims and Damages for the purposes hereof shall include, without limitation, any payments of rent, monies, lost profits, or other consequential damages arising from any holdover and failure to timely surrender and vacate the premises and deliver possession of the premises to the Lessor thereof at the time and in the manner and condition required by such lease. The property owner (Lessor) from which Contractor leases the premises for Contractor's obligations under this Agreement shall be considered a third party beneficiary of this indemnification by City with respect to such payments of rent, monies, lost profits, or other consequential damages arising from holdover and failure to timely Page I of 2 25F-3 EXHIBIT 1 surrender and vacate the premises and deliver possession of the premises to the Lessor thereof at the time and in the manner and condition required by the Lease. All indemnification obligations in this section 8 shall survive expiration of this Agreement. 2. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney A 117 By: /rV_ JQAN M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL Robert Cortez Deputy City Manager CITY OF SANTA ANA RAUL GODINEZ II City Manager MERCY HOUSE LIVING CENTERS, INC. Name: Title: Page 2 of 2 25F-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: DONATION AGREEMENTS WITH VARIOUS ORGANIZATIONS TO SUPPORT COMMUNITY EVENTS AND PROGRAMS (STRATEGIC PLAN NO. 5,4) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute 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: 1. Second Chance Orange County in support of on-going program costs that provide workforce and life skills services to highly at risk youth, homeless individuals, and people with substance abuse issues, an event that occured on September 22, 2018, in a one-time donation amount of $1,000 (Mayor Pro Tem Martinez); 2. EI Centro Cultural de Mexico en el Condado de Orange in support of the Grand Re - Opening event, free to the community, that occurred on September 29, 2018, in a one-time donation amount of $500 (Councilmember Sarmiento); 3. Magic Inc. Academy of the Arts in support of the family fun day event with resource information on the 1400 block of West 5w Street that occured September 29, 2018, in a one-time donation amount of $500 (Councilmember Benavides); 4. EI Centro Cultural de Mexico en el Condado de Orange in support of the Grand Re - Opening event, free to the community, that occurred on September 29, 2018, in a one-time donation amount of $500 (Councilmember Benavides); 5. Orange County Bar Foundation in support of the Health Education Movie Night Event that is scheduled to occur November 7, 2018, a free event for the community to promote healthcare awareness and services, in a one-time donation amount of $1,000 (Councilmember Villegas); 29A-1 Donation Agreements with Organizations to Support Community Events and Programs October 16, 2018 Page 2 6. Santa Ana Unidos Boxing Club in support of the Roses in Concrete Educatio n& Arts Festival that occurred August 25, 2018, a free event for the community to enjoy art, music, and poetry, in a one-time donation amount of $250 (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 1-6) 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 through the Special Event Sponsorship funds. Upon approval by City Council, the respective donation agreements 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 2018-19 General Non -Departmental account (01105015-62300) as appropriate from each of the following Councilmember's appropriated amounts for Fiscal Year 2018-19: Mayor Pro Tem Martinez $ 1,000.00 Councilmember Benavides $ 1,000.00 Councilmember Sarmiento $ 500.00 Councilmember Villegas $ 1,250.00 Total $ 3,750.00 29A-2 Donation Agreements with Organizations to Support Community Events and Programs October 16, 2018 Page 3 APPROVED A TO FUNDS AND ACCOUNTS: Sergio Vidal M (ZqA) Acting Executive Director Finance and Management Services Agency Exhibits: 1-6. Donation Agreements 29A-3 29A-4 CITY OF SANTA ANA DONATION AGREEMENT WITH SECOND CHANCE ORANGE COUNTY 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on OCTOBER 16, 2018 by and between the City of Santa Ana, a municipal corporation ("City") and SECOND CHANCE ORANGE COUNTY, a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient's. City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. REcrrALs 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient for PROVIDING SERVICES TO SANTA ANA YOUTH THAT ARE HOMELESS OR RECOVERING ADDICTS BY CONNECTING YOUTH WITH SERVICES AND EMPLOYMENT ("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 WILL PROVIDE ECONOMIC VALUE TO ASSIST AT -RISK YOUTH IN SANTA ANA, BY BECOMING PRODUCTIVE CITIZENS THAT CONTRIBUTE TOWARDS SOCIETY. 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 CoNDI ms 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. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 1 29A-5 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 Aareern . 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 1 29A-6 CITY OF SANTA ANA Attest: 0 Raul Godinez II City Manager Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: hn M. Funk Assistant City Attorney SECOND CHANCE ORANGE COUNTY, a 501(c)(3) NON-PROFIT ORGANIZATION By: Deborah Johnson Executive Director EXHIBIT 1 29A-7 Cityof Santa Ana City Manager's Office-hf-71 20 Civic Center Plaza �.-..- k Donation Request P.Santa Ana, CA 92702 (714) 647-5200 u__.. _.._ _ -- ----- __ �.__--___—___._._i r ame: ! Deborah Johnson 4,liq; 1 Ezecutl� ve -6lrect� Address: :2618 San Miguel Drive #284 - —-----....--------- ----- --- - - i-- ---- --- — - -- city,state, zip: (Newport Beach, CA 92860 ,pnnne; 1714 478-8351 Small; Idebj 11@icloud.com Fax: i Name: -- un, am,uu. is yvui uiyawrauun o em,-V,o,n w Vumic uxexenryt OlyeniZaaen as ider Section 501(c)(3) of the Internal Revenue Code? will only qualify for a credit for City -related costs for your request (i.e. permit fees, rental rates for facilities or equipment. etc.). Costs for City services vary and it credit mayor may not cover full omit of neguested City services. :City Services Credit 'Amount Requested: 5 .,QW- 'Pate Needed: (September 10 NlayorlCouncllmember-I Martinez ;Direct Payment Amount Requested: iS 1,000 Event Date: September22 .,Event Time: ,5-9pm lEvent Location: 1919 N Heliotrope Dc Santa Ana, Ca 9270fi-------- --J�--------- lAdd,ess. Gly, state, Zip fie raise-funtls to be able to augment our CDBG grant in Santa Ana to pay for the !Description or gap in the program budget. The money raised will go to program services so we 'Event 7 Purpose: scan continue to provide services to the Santa Ana Homeless and recovering alanhol/dnln aridintc These sptvices:mPntnrino/r-nachina heln nettinn into Economic va use, tFieseindivTduals no`longer use public services; theyay ta pxes, ,Community Benefit 'they pay rent and are no longer on the street, they become productive members of society. !Applicant Signature: / n —� - -'DatelAuguSt 22, 2018 -_ (Mail: City Managoes Office -M31 i Email: donationrequest@santaana.ory � 20 Civic Center Placa Fax: (714) 647-6964 i P.O. Box 1988 Santa Ana, CA 92702 Donatinn Request e: DR. Council Meeting Date: October 16, 2018 ti..aa �•c,.. n. ,+:.._,,..: ,. Eligibility ?,let: YESI NO YE. Approved Amount' $1,000 City Manager sign. uue: ... _ .. _ _... _ Date: .. . Revised 01/052017 EXHIBIT 1 29A-8 CITY OF SANTA ANA DONATION AGREEMENT WITH CENTRO CULTURAL DE MEXICO EN EL CONDADO DE ORANGE 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on OCTOBER 16, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and CENTRO CULTURAL DE MEXICO EN EL CONDADO DE ORANGE, 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. RECrms 2.1 Community Benefit, The City wishes to provide Recipient with funding to assist Recipient for HOSTING A GRAND RE -OPENING OF EL CENTRO CULTURAL DE MEXICO (NEW FACILITY) ON SEPTEMBER 29, 2018, WHICH WAS A FREE EVENT FOR THE COMMUNITY WITH MUSIC, DANCE, AND RESOURCES FOR COMMUNITY MEMBERS ("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 .SARMIENTO, believes there is a public purpose in supporting the Community Benefit because it PROMOTES CULTURAL AWARENESS, CELEBRATES DIVERSITY, AND SHOWCASES LOCAL PERFORMANCES AND RESOURCES. 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 FIVE HUNDRED DOLLARS ($500), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terns of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term: Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect 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 2 29A-9 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 hind 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 Contact/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 2 29A-10 CITY OF SANTA ANA Um Raul Godinez II City Manager Attest: Ey: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: . Im L�n� ohn M. Funk Assistant City Attorney EL CENTRO CULTURAL DE MEXICO EN EL CONDADO DE ORANGE, a 501(c)(3) NON-PROFIT ORGANIZATION 0 Karen Sarabia Executive Director EXHIBIT 2 29A-11 .i:%err City of Santa Ana City Manager's Office -M-31 "WF y 20 Civic Center Plaza I I Donation Request P.O. Box 1988 5.' — ;' Santa Ana, CA 92702 __ (714) 647-5200 Contadi'lliliformailon Name: Karen Sara la itle: [Executive b-Irector — Pddre�- 837 N Ross 1Clty, s te,zip: Santa Ana, Ca 92701 phone: (949) 205 3954 Email: karen@elcentroculturaldemexico.org Fax: F ... Name: Centro Cultural de Mexico an el Condado de Orange Tax -Exempt Status: Is your organization anon-pmfil or public lax -exempt organization as ISeleecct One: ❑ defined under Section 501(c)(3) of the Internal Revenue Code? Yes No If No, you will onty quality for a credit for City -related costs for yourrequest (i.e. permit lees,I Yes, IT staff time, rental retes for lecili0'es or equipment, etc.).Costs for City services vary and if �3-06114169 approved, credit may or may not cover full cost of requested City services. ex ID tt: If Donaffign -Request CityCity Services $-500--- Amount Requested: DateDate Needed: 09/29/2018 ayor/Coul ncilmembm Sarmiento Direct Payment Amount 50O Lent pa e 09/29/2018 Requested: $ I IEvent Time. 200 pm-9:OOPM St. Samna, Ca 92701 veLocation-: 7R� [AddliL City, Stare, Zip We—are—writing to Invite you to jolnus in celebrating the Gr�Re-Opening of EI— Description of Centro Cultural de Mexico on September 29, 2018 from 2:00pm to 9:00pm at Event/ Purpose: 837 N. Ross, Santa Ana, California. You hold a very special place in the history of our organization and you nlav an imnortant role in the community hased Willard-N&I o-hb or'If god welcomes e -Centro Cultural deWex-Ico to IN s newhome. Community Benefit: This will be a free community event to invite the community to know el Centro and visit our new home. Hosting music and dance performances by community .i•..1,/ Inn.,/ ...�.......n-.n1;....n ....Mnnln nn.! n •�.. ...n, in Appllcant Signature:,�� S'--'�•ti e — O9/O6/2018 IDatr Mail: City Manager's Office- M-31 Email: donationrequest@santa-ana.org 20 Civic Center Plaza Fax: (714) 647.6954 P.O. Box 1988 Santa Ana, CA 92702 Donation Request t!: DR - Reference It on all relateds Council Meeting Date: October 16, 2018 Eligibility Met:EY S / NO Approved Amount: yes $500 City Manager Signature: Dale: 111 Revised 01/0512017 29A-12 CITY OF SANTA ANA DONATION AGREEMENT WITH MAGIC INC. ACADEMY OF THE ARTS 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on OCTOBER 16, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and MAGIC INC. ACADEMY OF., THE ARTS, 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 FOR HOSTING A "DAY OF UNITY" FAMILY FUN RESOURCE FAIR EVENT ON SEPTEMBER 29, 2018. THE EVENT, WHICH WAS FREE TO THE COMMUNITY, WAS HELD ON THE 1400 BLOCK OF WEST 5TH STREET ("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 BENAVHIES, believes there is a public purpose in supporting the Community Benefit because it PROVIDES A DAY OF UNITY FOR LOCAL FAMILIES WHILE PROMOTING COMMUNITY PRIDE AND ENJOYING A VARIETY OF ARTS & CRAFTS, MUSIC, AND FUN ACTIVITIES. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDmONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS -($500), 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 fiords 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 3 29A-13 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-14 CITY OF SANTA ANA Um Raul Godinez II City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: ohn M. Funk Assistant City Attorney MAGIC INC. ACADEMY OF THE ARTS, a 501(c)(3) NON-PROFIT ORGANIZATION LE James Stapleton Founder EXHIBIT 3 29A-15 :- . =t^' Cit of Santa Ana City Ma "�• ��a,'#CB y 20 CivicCene-M-31 20 Civic Center Plaza Donation Request P.O. Box 1988 Santa Ana, CA 92702 �-- (714) 647-5200 Name: James StapletonI ur a— Founder Pddraas: -- 700 W. 3rd Street Unit B-309 F- s te, np: Santa Ana, CA 92701 Phone: 1714-514-2322 Email: magic.Inc19 0@yahoo.com IFaax: Name: Magic Inc. Academy of the Arts Tax -Exempt Status: Is your organization a non-profit or public tax-exempt organization as Select One: defined under Sectbn 501(cx3) of the Internal Revenue Code? Yes No ❑ If No, you will only qualify for a credit for City- related costs for your request (i.e. permit fees, sIt "- Yj--as staNtime, rental rates for facilities or equipment, etc.). Costs for City services vary and if (approved, uedit may or may not cover full cost of requested City services. iTax ID p: 181-2098571 1a City Services Credit m ount guested: $ Data Needed: 1-18 y j BenavidesA ant Amount t9-29-18 gCO EvenDate: r— meDirectd �al - 6plI jRquem Imayor/Councilmember: Event Location: 1400 Block of West 5th Street Address, City, State, Zip Santa Ana, CA 92703 Provide neighborhood youth with a day of fun, resource info and community unity through arts & escription ofl Purpose: [Event craft, face painting, carnival games, pony rides and music for all ages. Event sponsored by Magic Inc. Academy of the Arts. Area Neighborhood association will be invited to participate.. [Community Benefit: A day of unity for local families Applicant Signature: I grillto SW&J= ate: 17-10-18 . Mail: City Managers Office- M.31 Email: dana6onrequest@sante-ana.org 20 Civic Center Plaza Fax: (714) 647-6954 P.O. Box 1968 Santa Ana, CA 92702 nation Request #: 1 DR - —� Council Meeting Date; October 16, 2018 FR ibility Met: I YES / NO Yes Approved Amount• $500 City Manager Signature: I Date: Revised 01105/2017 29A-16 CITY OF SANTA ANA DONATION AGREEMENT WITH CENTRO CULTURAL DE MEXICO EN EL CONDADO DE ORANGE 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on OCTOBER 16, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and CENTRO CULTURAL DE MEXICO EN EL CONDADO DE- ORANGE, 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 for HOSTING A GRAND RE -OPENING OF EL CENTRO CULTURAL DE MEXICO (NEW FACILITY) ON SEPTEMBER 29, 2018, WHICH WAS A FREE EVENT FOR THE COMMUNITY WITH MUSIC, DANCE, AND RESOURCES FOR COMMUNITY MEMBERS ("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 BENAVIDES,'believes there is a public purpose in supporting the Community Benefit because it PROMOTES CULTURAL AWARENESS, CELEBRATES DIVERSITY, AND SHOWCASES LOCAL PERFORMANCES AND RESOURCES. 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 FIVE HUNDRED DOLLARS ($500), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term: Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause, Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 4 29A-17 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, Iiabilities, 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-18 CITY OF SANTA ANA :0 Raul Godinez II City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: yii hn M. Funk Assistant City Attorney EL CENTRO CULTURAL DE MEXICO EN EL CONDADO DE ORANGE, a 501(c)(3) NON-PROFIT ORGANIZATION Karen Sarabia Executive Director EXHIBIT 4 29A-19 City i Manager's Office–M-31 City of Santa Ana20 Civic Center Plaza -I�' Donation Request P.O. Box 1988 . --p Santa Ana, CA 92702 -- (714) 647.5200 dt information Name —Karen Swabia tie; Executive Director -- �lddrei- s: 837 N Ross cltynate,zip; Santa Ana, Ca 92701 -- phone: (949) 205 3954 Email karen@elcentroculturaldemexico.org Fax: Name: Centro Cultural de Mexico an el Condado de Orange Tax -Exempt Status: Is your organization a non-profit or public tax-exempt organization as elect One: efined under Section 501(c)(3) of the Internal Revenue Code? Yes No ❑ If No, you will only qualify fore credit for City -related costs for yourrequest (i.e. permit fees, stafflime, mntaimtestorfacilitiescregulpment, etc.).Costs for CV services vary and If If Ye— Ppproved, credit may or may not cover full cost of requested City services. (Tax ID ff: 33-0614169 ra. r City S s Credit 1$ r0(- Requested: lD—atNeeded: 2918 Ma or/Coinellmember. iBenavldesAmount �R q sled ant Amount $ 50� p -�ent Date: 09/29/2018 1 Event Time: 200 pm-9:OOPM Event Location: 837 N Ross St. Santa Ana, Ca 92701 7 Address, City, State, Zip We are writing to invite you to joinus in cele�rafing theGrand-Re-Opening of EI- 'I Description of Centro Cultural de Mexico on September 29, 2018 from 2:00pm to 9:00pm at Event/Purpose: 837 N. Ross, Santa Ana, California. You hold a very special place in the history of our nroanization and you nlav an important rile in the nommunitv haseid Willard_Neig-`-hboorl-iood welcomes el Centro Cultural de Mexico Yo Its new ome. Community Benefit: This will be a free community event to invite the community to know el Centro and visit our new home. Hosting music and dance performances by community Applicant Signature: -109 6 018 /A�� �� Date' Mail: City Managers Office–M-31 Email: donationrequest@santaana.org 20 Civic Center Plaza Fax: (714) 647.6954 P.O. Box 1988 Santa Ana, CA 92702 Donation Request #: DR - Council Meeting Date: October 16, 2018 Reference 8 an n!1 reintecl OPVs � 9 Eligibility Met YES I NO YES Approved Amount: $500 --- City Mana gar Signature: Dale: Revised 01/0512017 29A-20 CITY OF SANTA ANA DONATION AGREEMENT WITH ORANGE COUNTY BAR FOUNDATION 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on OCTOBER 16, 2018, by and between the City of Santa Ana, a municipal corporation ("City") and ORANGE COUNTY BAR FOUNDATION, 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 to HOST A FREE HEALTH EDUCATIONAL MOVIE NIGHT FOR THE COMMUNITY ON NOVEMBER 7, 2018, IN SANTA ANA ("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 SANTA ANA RESIDENTS TO LEARN ABOUT VARIOUS HEALTH INFORMATION, OBTAIN RESOURCES, AND PROMOTE DRUG FREE LIVING. 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 CONxrms 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, In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term: Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBITS 29A-21 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 5 29A-22 CITY OF SANTA ANA By: Raul Godinez II City Manager Attest: 0 Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: m M. Funk Assistant City Attorney ORANGE COUNTY BAR FOUNDATION, a 501(c)(3) NON-PROFIT ORGANIZATION 0 Karen Ruan Executive Director EXHIBIT 5 29A-23 City of Santa Ana b1 Donation Request City Manager's Office - h1.11 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (714) 647-5200 1' r ' l.. t - n r ,f• Name: Karen Ruan Tltto: Executive Director Address: 1605 E. 17th Street 'City, state, zip: Santa Ana, CA 92705 Phone: 714-480-1925 Email: kruan@pyocbf.org Fax: 714480-1933 a r: r r ,., Name: 'Orange County Bar Foundation Tax-Exompt Status: Is your organization a non-pro61 or public lax-exempl organiza0on as defined under Section 501(c)(3) of the Internal Revenue Code? Select Ono: Yes ❑ No NNo, you tvill only qualtly fora credit forCtfy-related costs for yourrequesf (i.e. permit lees. If Yos, stafftime. rental rates forlecAVes or equipment etc.).Costs for City services vary andel 23-7068923 approved, credit may or may not cover lull cost of requested City services. Tax ID 0: City Services Amountunt Requested: .g Date Needed: 11/01/2018 MayorlCouncilmembeC VILLEGAS Req Direct Payment Amount 51 000 Event Data: 11/07/2018 Event Time: S:OO pm - 8:00 Pm Requested: t !Event Location: 1605 E. 17th Street, Santa Ana, CA 92705 Address. City. Slate. Zip Health Education Movie Night for Santa Ana youth and families. Featuring a HIV awareness film Description of Event /Purpose: and providing drug and alcohol prevention information and free HIV testing to celebrate World AIDS Awareness Month - goal is to promote health education and HIV awareness Community Benefit:Increased number of Santa Ana youth and family members that know their HIV status. I creased access to healthcare services and promotion of drug free living. Applicant slgnawre: — -- q �- Date:- - "09/05/2018 Mail: City Manager's Office -M-a1 Email: donadonrequest@santa-ana.org 20 Civic Center Plaza Fax: (714) 647-6954 P.O. Box 1988 Santa Ana, CA 92702 Donation Reguesl :. OR - Council Mcctinr Date- October 16, 2018 Eligibility fact YES I NO YES Approved Amount- 1,000 City Manager Slgnaltlre Dale. Revised 01/0512017 EXHIBIT 5 29A-24 CITY OF SANTA ANA DONATION AGREEMENT WITH SANTA ANA UNIDOS BOXING CLUB 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on OCTOBER 16, 2018 by and between the City of Santa Ana, a municipal corporation ("City") and SANTA ANA UNIDOS BOXING CLUB, a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as `Tarty" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient for HOSTING "THE ROSES IN THE CONCRETE EDUCATION AND ARTS FESTIVAL" THAT OCCURRED ON AUGUST 25, 2018, THAT WAS OPEN TO THE COMMUNITY TO CELEBRATE YOUTH IN POWER ("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 Pumose. The City, by recommendation of COUNCILMEMBER VILLEGAS, believes there is a public purpose in supporting the Community Benefit because it PROMOTED POSITIVE COM[MUNTPY EVENTS FOR YOUTH TO DISPLAY AND PERFORM ART, MUSIC, AND POETRY IN ORDER TO PROVH)E AN ALTERNATIVE OUTLET FOR YOUNG PEOPLE. 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 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 6 29A-2.5 3.3 Waivers. Insurance or Other Obligations. ions. 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 6 29A-26 CITY OF SANTA ANA By: Raul Godinez II City Manager Attest: LIM Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By. hn M. Funk Assistant City Attorney SANTA ANA UNIDOS BOXING CLUB, a 501(c)(3) NON-PROFIT ORGANIZATION By: Jonathan Hernandez Executive Director & Founder EXHIBIT 6 29A-27 "¢-` +-%� Cityof Santa Ana City Manager's Office -M-31 20 Civic Center Plaza QI Donation Request P.O. Box 1988 Santa Ana, CA 92702 —' (714) 647.5200 CoritActInformation Name; Johnathan R. Hernandez ule, rE.D &Founder Ad rens: 714 N Raitt St City, state, zip:f Santa Ana, CA, 92701 iPho� 657-261-1653 Email l: santanaunidos@gmail.com ax: Organizatibri, Information Hama: Santa Ana Unidos Boxing Club Tax -Exempt Status: Is your organization a non-profit or public tax-exempt organization as (Select One ❑ ❑ defined under Section 501(c)(3) of the Internal Revenue Code? Yes No If No, you will only qualify for a credit for City -related costs for yourrequest (i.e. permit fees, !r Yes' aNrime,rental rates forfacilifies or equipment,etc.). Costs for City services very and if [47-5211563 ppmved,credit may or may not cover full cost ofrequested City services. ax IDM Donati.11-Request City Services Credit $— Date Needed: ,Amount Requested: O8 -Z5-2018 Mayor/Coin neilmember: YOegas Direct Payment Amount Z 05 00 Event Date: 08-25-2018 Time: 11:00 AM - 4:30 PM Requested: I$ iEvent 120-W. 5t�i St, Santa Ana. CA. 9270 Event Location: Address. City, State. Zip - The Roses Iv Concrete d cuation & Arts festival Is r61nging together muslcans, on of FE,ent students, educators and community to celebrate youth in power. urpose: This event dire' ctly chat engel s negative sterotypes that kiln ear youthfrom i�nving community Benefit: within our city. Youth are able to perform art, music and poetry amongst some of their favorite and most influential artists. Applicant Signature: f_ I Date: 108-06-2018 Reftftriet6d Mali: City Manager's Office -M-31 Email: donationrequest@santaana.crg 20 Civic Center Plaza Fax: (714) 647.6954 P.O. Box 1988 Santa Ana, CA 92702 Donation Request #: DR - Reference h on SII r hh.d OPVs Council Meeting Date October 16, 2018 r _ 1 I — I Eligibility Met: YES / NO YES Approved Amount: $250 ----- jCity City Manager Signature ( I Dale Revised 01/05/2017 29A-28 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: URGENCY ORDINANCE ADOPTING A 45 - DAY TEMPORARY MORATORIUM ON THE APPROVAL, COMMENCEMENT, ESTABLISHMENT, OPERATION, RELOCATION OR EXPANSION OF CYBER CAFES AND INTERNET ACCESS BUSINESSES WITHIN THE CITY PURSUANT TO GOVERNMENT CODE SECTION 65858 {STRATEGIC PLAN NO. 5, 4} MERMW!/, i RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt an urgency ordinance by a minimum of four/fifth (4/5) vote establishing a 45 -day temporary moratorium on the approval, commencement, establishment, operation, relocation or expansion of cyber cafes and internet access businesses within the city pursuant to Government Code Section 65858. As in other cities in California, there has been a proliferation of cyber cafes and internet access businesses within the City of Santa Ana. Customers purchase online time in exchange for opportunities to win chances at internet/network based sweepstakes prizes and money. The State Bureau of Gambling Control has issued a law enforcement advisory in which it determined that in some circumstances, the sweepstakes aspect of these businesses constitutes illegal gambling. Following this advisory, there have been numerous complaints of these businesses that act as fronts for illegal gambling operations throughout California. Even where cyber cafes and internet access businesses utilize lawful sweepstakes features, these businesses have created adverse impacts on public health, safety and welfare, including a dramatic increase in violent crimes, loitering, illegal drug use and sales, burglaries, assaults, fights, theft, robbery, public intoxication, vandalism, property damage, weapons offenses, and other criminal activities in and around cyber cafes and internet access businesses. Other impacts include increased pedestrian traffic, noise, parking violations, and other nuisance activities. These 50A-1 Urgency Ordinance Adopting Moratorium on Cyber Cafes October 16, 2018 Page 2 businesses have also resulted in a tremendous increase and demand for police and code enforcement services. The current provisions of the Santa Ana Municipal Code allow cyber cafes and internet access businesses in the C1, C2, C4 and C5 Zones. Since January 2018, the Planning & Building Agency has received an increase in applications for approval of cyber cafes and internet access businesses in the City. Public concerns and complaints received regarding these establishments include allowing people to congregate and/or loiter while waiting for a computer, adversely impacting surrounding businesses and neighborhoods. Code Enforcement has also received complaints pertaining to "cyber -like" uses in other establishments such as restaurants, smoke shops, and even residential properties. Code Enforcement and the Police Department are currently monitoring 28-33 properties regarding these concerns. Crime statistics and calls for service in the City of Santa Ana and neighboring cities where cyber cafes and internet access businesses are located are significantly higher since these establishments opened for business. The Santa Ana Police Department identified 460 incidents occurring between January 1, 2018 and September 2018 at various locations throughout the city. These incidents have included criminal arrests that include possession of firearms, possession of narcotics, possession of a stolen vehicle, and parole/probation violations. City staff recommends adoption of the attached urgency ordinance by a minimum of a four/fifths (4/5) vote of the council. The urgency measure proposes an interim ordinance which is effective for 45 days. The purpose of the interim ordinance is to promote the public health, safety and welfare during the time that City staff analyzes and prepares a study on cyber cafes and internet access businesses and provide an enforcement plan. The study will include options and recommendations to regulate these businesses within the city. 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 There is no fiscal impact associated with this action. Minh Thai Executive Director Planning and Building Agency ANA Exhibit: 1. Urgency Ordinance D id-Val6tin Chief of Police Santa Ana Police Department 50A-2 LS 10.16.18 ORDINANCE NO. NS-XXXX AN EMERGENCY ORDINANCE OF THE CITY OF SANTA ANA ADOPTING A 45 -DAY TEMPORARY MORATORIUM ON THE APPROVAL, COMMENCEMENT, ESTABLISHMENT, OPERATION, RELOCATION OR EXPANSION OF CYBER CAFES AND INTERNET ACCESS BUSINESSES WITHIN THE CITY THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of Santa Ana hereby finds, determines and declares as follows: A. As in other cities in California, there has been a proliferation of cyber cafes and internet access businesses in the City of Santa Ana. Customers purchase phone time in exchange for opportunities to win chances at internet/network based sweepstakes prizes and money. B. These types of businesses purport to sell phone time or time on computers connected to the internet. However, these businesses also provide customers with sweepstakes entries or credits that are usually worth one cent per credit. The amount of the credits received is usually based on the phone time or computer time purchased, although sometimes credits may be provided free of charge. The customer has the option to select several gambling themed games on the computers to see if they have won additional credits. Customers who win additional credits can cash in any winning, or use the credits revealed on the computer to attempt to win additional credits. Frequently, these games have the same/similar appearance as Las Vegas style games of chance, such as slot machines and keno. C. The State Bureau of Gambling Control has issued a law enforcement advisory in which it determined that in some circumstances the sweepstakes aspect of these businesses constitutes illegal gambling. Following this advisory, there have been numerous raids of these businesses that act as fronts for illegal gambling throughout California. D. It is not always clear under state law whether a particular cyber caf6 and internet access business is engaged in illegal gambling and/or unlawful promotional sweepstakes. E. Even where cyber cafes and internet access businesses utilize lawful sweepstakes features, these businesses have created adverse impacts on public health, safety and welfare, including a dramatic increase in crime including serious and violent Ordinance No. NS - Page lo—f6 crimes such as loitering, illegal drug use and sales, burglaries, assaults, fights, theft, robbery, public intoxication, vandalism, property damage, weapons offenses, and other criminal activity in and around cyber cafes and internet access business, as well as increased pedestrian traffic, noise, parking violations, and other nuisance activities. These businesses have also resulted in a tremendous increase and demand for police response. F. The resemblance of the games to casino style games, and the possibility of winning cash prizes, combines to create a gambling atmosphere, which appears to be a driving attraction for customers. These businesses are also likely to have large amounts of currency on the premises in order to pay out the cash prizes. Due to the similar atmosphere between a casino and a cyber cafe and internet access business, these businesses have similar potential to cause deleterious effects as gambling operations, such as loan sharking, robbery, and money laundering. G. The City of Santa Ana and neighboring cities have experienced serious adverse impacts due to the unique manner in which cyber cafes and internet access businesses operate the "sweepstakes" games. Customers may occupy a particular computer system for multiple hours, creating lines and people congregating or loitering while waiting for a computer. Parking availability may also be impacted due to extended periods of game playing, and such businesses have also resulted in increased demand for police response, as well as increased demand for maintenance of public streets and sidewalks. These late night gaming sessions which extend play beyond typical commercial business hours may cause noise and related impacts on the surrounding community as customers enter and exit these businesses during the late night hours. H. Crime statistics and calls for service in the City of Santa Ana and neighboring cities where cyber cafes and internet access businesses are located are significantly higher since these establishments opened for business. The Santa Ana Police Department identified 460 incidents occurring between January 1, 2018 and September 2018 at various locations in the city. These incidents have included criminal arrests to include the possession of firearms, possession of narcotics, possession of a stolen vehicle, and parole / probation violations. Since January of this year the Santa Ana Police Department has responded to noticeable increase of calls for service and officer generated activities. The Staff Report for this item, which is incorporated herein by reference, includes these statistics and calls for service. The Police Department reports its officers have spent a significant amount of time conducting surveillance operations around cyber cafes. This type of business appears to attract clientele involved in criminal activity. Several enforcement stops of customers entering or leaving such locations have yielded drug related arrests, evidence of drug trafficking, an influx of individuals on probation, parole, or wanted subjects. There is also the possibility of prostitution related activity gravitating to the parking lots and surrounding areas based on known subjects being contacted at such locations who either have prior arrests or contacts involving prostitution. Ordinance No. NS - _ Page 2 of 6 J. The City Council of the City of Santa Ana is also concerned with increased calls for service, increasing reports of violent criminal behavior and related detrimental neighborhood effects associated with cyber cafes and internet access businesses. The City of Santa Ana and neighboring cities have experienced criminal activity associated with cyber cafes and internet access businesses, such as loitering, illegal drug activity, assaults, fights, theft, robbery, public intoxication, vandalism, property damage, and other criminal activity such as gang and prostitution related activity. K. The current provisions of the Santa Ana Municipal Code allow cyber cafes in specific zones, and sets forth the operational standards for such businesses. The provisions of the Santa Ana Municipal Code require review, study, and possible revision in order to respond to recent concems relating to the impacts of these internet access businesses and cyber cafe uses in the City. L. Given these concerns, the City Council hereby requests that a study be undertaken of the current provisions of Chapter 41 of the Municipal Code to address cyber cafes and determine whether such uses should be permitted in the City, and if so, where such uses should be permitted and under what conditions. M. The proposed ordinance would put in place a 45 day moratorium on the approval, commencement, establishment, operation, relocation or expansion of cyber cafes and internet access businesses while City staff researches appropriate regulations. This ordinance will not affect the existing cyber cafes and internet access business located within the City, unless the business seeks further approvals from the City, or relocates or expands the business. The moratorium will not affect any existing internet cafes, intemet access businesses, or copy shops that do not offer customers sweepstakes gaming. N. Based on the foregoing, the City Council finds that issuing permits, business licenses, or other applicable entitlements to individuals wishing to use their property for the purposes of cyber cafes, prior to the City's completion of its study of the potential impact of such cyber cafes, would pose a current and immediate threat to the public health, safety, and welfare, and that a temporary moratorium on the issuance of such permits, licenses, and entitlements is thus necessary. O. If a cyber cafe use is permitted in the City without further review and potential regulation, it will pose a serious threat to the public interest, health, safety and welfare for the following reasons: (1) Adversely impact surrounding businesses and neighborhoods; (2) Adversely impact sensitive uses such as schools, parks, child care centers, churches, and places where children congregate; (3) Conflict with the requirements of the City's General Plan and zoning ordinance; (4) Be inconsistent with surrounding uses; and (5) Risk the public health, safety and welfare of the City Ordinance No. NS - Page : _ of 6 y ll P. Prevention of detrimental impacts to residents, the public interest, health, safety and welfare requires the immediate enactment of this ordinance. The absence of this ordinance will create a serious threat to the orderly and effective implementation of any code amendments, general plan amendments or specific plan amendments which may be adopted by the City; cyber cafe and internet access business uses may be in conflict with or frustrate the contemplated updates and revisions to the Code. Moreover, permitting such uses during said studies and implementation would create impacts on the public health, safety and welfare that the City Council, in adopting this ordinance, has found to be unacceptable. 0. The Request for Council Action for this ordinance dated October 16, 2018, and duly signed by the Executive Director of the Planning and Building Agency and/or Chief of Police shall, by this reference, be incorporated herein, and together with this ordinance, any amendments or supplements, and oral testimony constitute the necessary findings for this ordinance. R. The City Council finds, determines and declares that the current and immediate threat to the public health, safety and welfare of the city and its citizens necessitates the immediate enactment of the ordinance. The facts constituting such urgency are set forth in paragraphs A -P of this ordinance. Section 2. Any ordinance declared by the City Council to be necessary as an emergency measure for preserving the public peace, health and safety, and containing a statement of the reasons for its urgency, may be introduced and adopted at one and the same meeting if passed by the affirmative votes of at least four-fifths (4/5) vote of the City Council members. Further, California Government Code Section 65858 authorizes the City Council to adopt an interim urgency ordinance, without following the procedures otherwise required for the adoption of an ordinance, to protect the public safety, health, and welfare, prohibiting any uses that may be in conflict with a contemplated general plan, specific plan, or zoning proposal that the City Council, Planning Commission or the planning department is considering or studying or intends to study within a reasonable time. Section 3. This ordinance shall have no further force and effect forty-five (45) days from the date of its adoption; unless, however, after public hearing the City Council members, by four-fifths (4/5) vote, extend this ordinance for an initial period of ten (10) months and fifteen (15) days and subsequently, after public hearing, the City Council members, by four-fifths (4/5) vote, extend this ordinance one more year. Section 4. It shall be unlawful and a misdemeanor for any person to violate or fail to comply with any provision of the ordinance. The violation of any provision of this ordinance shall be punished as provided in Section 1-8 of the Code. Section 5. If any section, subsection, phrase, or clause of this ordinance is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would Ordinance No. NS - Page 4 of 6 y 1 M have passed this ordinance and each section, subsection, phrase or clause thereof irrespective of the fact that any one or more sections, subsections, phrases, or clauses be declared invalid or unconstitutional. Section 6. The Clerk of the Council shall certify to the adoption of this ordinance and cause the same to be published in the manner prescribed by law. Section 7. This ordinance is introduced, passed and adopted at one and the same meeting and is thereafter immediately effective. The City Council finds that this ordinance is necessary to protect the public safety, health and welfare. The reasons for the emergency are set forth in Section 1, paragraphs A -P, inclusive of this ordinance. ADOPTED this _ day of 2018. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck, Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Miguel A. Pulido Mayor 50A-7 Ordinance No. NS - Page 5 of 6 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2018. Date: Ordinance No. NS - Page 6 of 6 Clerk of the Council City of Santa Ana y 1 m • REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED 1-1 APPROVE A DENSITY BONUS AGREEMENT TO ❑❑ ALLOW A 418 UNIT AFFORDABLE SENIOR RENTAL COMMUNITY AT 2222 EAST FIRST ❑ ❑ STREET ❑ {STRATEGIC PLAN NOS. 3,2; 5, 3} r bify MANAGER RECOMMENDED ACTION As Recommended As Amended Ordinance on 1� Reading Ordinance on 20d Reading Implementing Resolution Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a Density Bonus Agreement with Santa Ana Senior Associates, a California Limited Partnership, or assigns, for a 55 -year term, for the development of a 418 -unit affordable senior rental residential community at 2222 East First Street, subject to non -substantive changes approved by the City Manager and City Attorney. PLANNING COMMISSION ACTION At its regular meeting on September 11, 2017, the Planning Commission recommended approval of the Density Bonus Agreement No. 2017-01 by City Council as conditioned to allow construction of a 418 -unit affordable senior rental residential community at 2222 East First Street located in the Metro East Mixed Use Overlay District (OZ -1). Planning Commission approved the recommended action on September 11, 2017 by a vote of 5:2 (Contreras -Leo and Nguyen opposed). This item was continued from the Regular City Council meeting of May 1, 2018 with direction for staff to provide additional information on the following issues: The Housing Element prioritizes large family housing due to the larger household size and younger age of the City's population. As an affordable senior housing project the increased density permitted by this agreement will serve a different segment of the population without supportive services tailored to the population. The MEMU is intended to create a unique urban environment that provides a mix of housing in order to encourage a continuum of living and a variety of household types.- There are four affordable housing projects with entitlements in the expanded MEMU area. he Orchard at 60A-1 Density Bonus Agreement for 2222 East First Street October 16, 2018 Page 2 2151 E. First Street has 71 units of permanent supportive housing is fully occupied. First Street Apartments at 1449 E. First St. is under construction and will have 68 units of multi- family housing. Two additional affordable housing projects are entitled on East First Street within 320 feet of each other. The current project under consideration, Villa Court Senior Apartments, includes 91 studio units, 262 one -bedroom units and 65 two-bedroom units. The family housing project, First Point I and ll, includes 27 one -bedroom units, 239 two-bedroom units, 146 three-bedroom units, and 140 four-bedroom units. If the two entitled projects, Villa Court and First Point I and II, are developed, there will be over 1,100 affordable housing projects along the First Street corridor between 1-5 and Grand. The City has not made any commitment in any form to provide funding for the development of this project. The approval of the Density Bonus Agreement shall not be construed as approval of the financing requested by the developer for the project and does not bind the City in any form to provide future funding for the development of the project. The Density Bonus Agreement (DBA) will allow for 418 affordable units on a 3.17 -acre site. The previously approved MEMU Environmental Impact Report (EIR) analyzes the impact of increased density based on a typical density of 90 dwelling units per acre. The proposed Density Bonus exceeds the density analyzed in the EIR. The Traffic Impact Analysis prepared on this project indicates that the project will not generate any new significant traffic impacts. The MEMU requires 15% publically accessible open space for multi -family projects or approximately 1/2 acre for this project. The project was approved with a Housing Density Bonus concession reducing the amount of open space required to less than 1/8 acre. The MEMU requires two parking spaces per unit inclusive of guest parking or 836 spaces for this project. The project was approved with a reduced number of parking spaces pursuant to AB 744. As a result, the required parking for this project is '/z parking space per unit or approximately 213 spaces. In summary, the Density Bonus Agreement as written will facilitate development of an affordable senior rental housing project that serves a group that was not identified as a priority population and locates two affordable housing projects within close proximity of each other contrary to the purpose and intent of the Santa Ana Municipal Code Article XVI.I — Density Bonus for Affordable Housing. DISCUSSION The California Density Bonus Law allows developers to seek increases in allowed zoning density by providing additional affordable housing units on-site. To make development of on-site affordable housing units feasible, the law allows developers to request incentives or waivers, which are essentially variances from development standards. The first version of the Density Bonus Law was 60A-2 Density Bonus Agreement for 2222 East First Street October 16, 2018 Page 3 adopted in 1979 and has been amended from time to time. In early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to justify a density bonus and places the burden on local granting authorities to prove that the requested incentives/waivers are not financially warranted. The California Density Bonus Law applies to projects proposing five or more residential units and grants density bonuses to those projects meeting certain requirements for affordability levels and types of housing (family, veterans, etc.). Pursuant to State law and the City's Housing Opportunity Ordinance, rental units in such developments that are designated "affordable" must remain so for at least 55 years. For affordable housing projects, a developer may seek a density bonus up to 20 percent from base density. In addition, the City's Housing Opportunity Ordinance (HOO), last updated in November 2015, augments the California Density Bonus Law by allowing a developer to seek an additional 35 percent density bonus calculated from base density (SAMC Sect. 41- 1904.1). A summary of the proposed project's density calculation is provided below: Project Density Calculation Density or Bonus Allowed for Project Provided 285 units (3.17 acres x 90 units/acre base density used Base Density as a standard for 285 units developments in areas designated DC by the General Plan Land Use element 20 -Percent Density Bonus for Senior Projects Provided by 285 x 20% = 57 units + 57 units California Density Bonus Law 35 -Percent Density Bonus Provided by the City's Housing Opportunity 285 x 35% = 100 units + 76 units Ordinance Total Units 442 units maximum 418 units pro osed Based on the above calculations, the proposed project complies with both the California Density Bonus Law and the City's Housing Opportunity Ordinance. As such, a Density Bonus Agreement has been prepared (Exhibit 1). The Developer has paid the City's Density Bonus Setup fee in the amount of $58,117.34 to prepare this agreement. Under California Density Bonus Law, a developer may seek incentives or waivers (sometimes called concessions) to increase the viability of the proposed project. The Planning Commission Staff Report from September 11, 2017 provides detailed information regarding the requested incentives/concessions (Exhibit 2). Key Items in the Density Bonus Agreement The following is a list of key items agreed upon in the Density Bonus Agreement: • The Project shall have no less than four -hundred and eighteen (418) units which shall be. comprised of ninety-one (91) studio units, two -hundred and sixty-two (262) one -bedroom 60A-3. Density Bonus Agreement for 2222 East First Street October 16, 2018 Page 4 units, and sixty-five (65) two-bedroom units. 415 affordable units shall be restricted to use and occupancy by eligible households for a total period of no less than fifty-five (55) years including: o No less than forty-two (42) affordable units in the Project shall at all times during the term of the agreement be rented to very low income tenants at 50% Area Median Income (AMI); and o No less than three -hundred and seventy-three (373) affordable units in the Project shall at all times during the term of the agreement be rented to low income tenants at 60% Area Median Income. • The affordable rents shall be determined by the regulatory agreements entered into between the Developer and the California Tax Credit Allocation Committee (CTCAC) and the California Debt Limit Allocation Committee (CDLAC) governing the project. • The Owner shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner. If at any time the Developer fails to maintain the Project then the City shall have the right to enter upon the applicable portion of the Project and perform all acts and work necessary to protect, maintain, and preserve the Project, and to attach a lien upon the Property, or to assess the Property, in the amount of the expenditures arising from such work. • Developer shall execute a maintenance agreement with the City which shall be recorded against the property prior to occupancy. • Developer shall prepare and obtain City's approval a marketing program for the leasing of the units at the Project prior to occupancy. • Developer shall submit a "Management Plan" to the City which sets forth in detail Developers property management duties, a tenant selection process in accordance with the Agreement, a security system and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations for the Property and manner of enforcement, a standard lease form, an operating budget, the identity and emergency contact information of the professional property management company to be contracted with to provide 24-hour onsite property management services at the Property ("Property Manager"), and other matters relevant to the management of the Property. • The Developer shall give preference in leasing units to households that live and/or work in the City of Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority. Implementation of the preference will be monitored by staff in the Community Development Agency. • Owner agrees to pay a reasonable fee, as set by City resolution, for the City's obligation to monitor Owners compliance with the affordability restrictions contained in the Agreement. • Developer shall submit for review and approval, a booklet to inform interested persons regarding minimum application and eligibility requirements and to assist interested persons with application and financial preparedness and eligibility for residency at the Project at the initial leasing of the units. Developer shall also hold a minimum of two workshops to be coordinated by the Developer at least 12 months prior to the initial leasing of the units. • Throughout the term of the Agreement, Developer shall provide residents of the Project access to discounted or no -cost onsite supportive services, programming, and amenities that promote independent living and include but is not limited to: health and wellness 60A-4 Density Bonus Agreement for 2222 East First Street October 16, 2018 Page 5 services, transportation services, social activities, and physical or recreational amenities. Project Description The project includes demolition of an existing motel and restaurant and construction of an affordable rental senior housing community. The project will contain one structure consisting of a ground -level parking area and five levels of residential above. A total of 415 affordable rental senior units will be provided on the project site, as well as three (3) on-site manager's units. Units will include ninety-one (91) studio units, two -hundred and sixty-two (262) one -bedroom units, and sixty-five (65) two-bedroom units ranging in size from 402 to 899 square feet. All units will contain full kitchens, full bathrooms, storage, and open/common (living) areas. The project will contain 213 guest and resident parking spaces in an at -grade parking area beneath the residential levels. The parking ratio conforms to the provisions in AB 744, which allows affordable rental senior housing projects near major bus lines to provide 0.5 parking spaces per residential unit. Full sized site plans are available for public viewing in the Clerk of the Council Office. The approval of the density bonus agreement is in compliance with Section 41-1600 and Section 41-1904.1, et seq., of the Santa Ana Municipal Code, and Section 65915, et seq., of the California Government Code. However, the approval of the density bonus agreement shall not be construed as approval of the financing requested by the developer for the project and does not bind the city in any form to provide future funding for the development of the project. 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. l,k_1 =, Steven A. Mendoza Executive Director Community Development Agency Minh Thai Executive Director Planning and Building Agency Exhibits: 1. Density Bonus Agreement 2. Planning Commission Staff Report from September 11, 2017 60A-5 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council EXHIBIT 1 Free Recording pursuant to Government Code 27383 DENSITY BONUS HOUSING AGREEMENT This DENSITY BONUS HOUSING AGREEMENT ("Agreement"), made and entered into this 16°i day of October, 2018 ("Effective Date"), by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and -Santa Ana Senior Associates, a California Limited Partnership ("Developer"). City and Developer are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS A. Developer is the owner of certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 2222 East First Street, Santa Ana, California, and legally described as set forth in Exhibit A attached hereto and incorporated herein by this reference as if set forth in full ("Property"). B. Developer is proposing to develop a four -hundred and eighteen (418) unit affordable senior apartment complex on the Property as more particularly set forth in Density Bonus Application No. 2017-01 and Site Plan Review No. 2017-08 ("Project"). Without the density bonuses, Developer would only be permitted to build two -hundred and eighty-five (285) units on the Property. C. Santa Ana Municipal Code sections 41-1600, et seq. ("City Density Bonus for Affordable Housing"), and California Government Code sections 65915, et seq. ("State Density Bonus Law"), set forth a process to provide increased residential densities to property owners who guarantee that a portion of their residential development will be available to low income, very low- income, or senior (also known as "qualified") households. These regulations are intended to materially assist the housing industry in providing adequate and affordable housing for all economic segments of the community and to provide a balance of housing opportunities for very low-income, low income and senior households throughout the city. D. Additionally, the City's Housing Opportunity Ordinance provides inclusionary housing development incentives for production of affordable units on-site. Specifically, Santa Ana Municipal Code section 41-1904.1 includes a density bonus concession up to a maximum of thirty- five percent (35%) to provide affordable housing options for residents of the City of Santa Ana. 60A-7 E. For the purpose of implementing State Density Bonus Law, City Density Bonus for Affordable Housing, and City Housing Opportunity Ordinance concessions in response to Developer's request for two (2) density bonuses, as well as additional concessions and incentives, Developer has agreed to restrict all Units in the Project, except for three (3) manager's units, to Eligible Households, which includes Very Low Income and Low Income Tenants. F. The Project complies with the affordable housing requirements set forth in the State Density Bonus Law, City Density Bonus for Affordable Housing, and City Housing Opportunity Ordinance. For purposes of this Agreement, the Project shall be the "housing development" as defined in the State Density Bonus Law. G. In light of the purpose of the State Density Bonus Law, City Density Bonus for Affordable Housing, and City Housing Opportunity Ordinance, and the express provisions of Government Code section 65915(n), as well as Santa Ana Municipal Code section 41-1904.1, the City has determined to grant Developer's application for density bonuses and related concessions and incentives. H. This Agreement, and the exhibits attached hereto and incorporated herein by reference, is intended to set forth the terms and conditions for the implementation of the Project's requirement to provide affordable housing units in exchange for receiving the Density Bonus Units and additional concessions and incentives set forth herein. I. The Developer has paid the City's Density Bonus Setup fee in the amount of $58,117.34. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: DEFINITIONS AND EXHIBITS 1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows: 1.1.1 "Adjusted for family size appropriate to the unit" shall have the meaning set forth by the California Tax Credit Allocation Committee, from time to time, in administering the low income housing tax credit programs. 1.1.2 "Affordable Rent" means the maximum Monthly Rent that may be charged to and paid by an Eligible Household for the Affordable Units, as required by the terms of this Agreement. 1.1.3 "Affordable Rent Schedule" means a rent schedule established as of the date of issuance of an occupancy permit (exclusive of tenant utility payments or security deposits) for the required number/percentage of the total number of units in the Project which are to be .1 m rented or available for rent to very low or low income tenants. Said Affordable Rent Schedule shall be established at the time of the issuance of the occupancy permit ("Initial Rent Schedule") and shall be created in accordance with the Orange County, California Primary Metropolitan Statistical Area ("PMSA") as published by the United States Department of Housing and Urban Development ("HUD"), adjusted for family size. 1.1.4 "Affordable Units" means four -hundred and fifteen (415) units which shall be comprised of ninety-one (91) studio Units, two -hundred and sixty-two (262) one (1) bedroom Units, and sixty-five (65) two (2) bedroom Units of which three (3) Unrestricted Units (i.e. — manager's unit) with unit sizes as may be determined by the Developer. 1.1.5 "Agreement" means this Density Bonus Housing Agreement. 1.1.6 "Base Units" means the two -hundred and eighty-five (285) Units that Developer would be authorized to develop on the Property without application of the State Density Bonus Law and City Housing Opportunity Ordinance density bonus. 1.1.7 "City" means the City of Santa Ana, California 1.1.8 "City Council" means the City Council of the City of Santa Ana. 1.1.9 "City Attorney" means the City Attorney for the City of Santa Ana. 1.1.10 "City Manager" means the City Manager for the City of Santa Ana. 1.1.11 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.12 "Density Bonus Housing Agreement Term" means the period during which this Agreement shall be in full force and effect, as provided for in Section 6.1 below. 1.1.13 "Density Bonus Units" means the one -hundred and thirty-three (133) Units in addition to the Base Units that Developer shall develop pursuant to the density allowance in the State Density Bonus Law, the City Housing Opportunity Ordinance density bonus, and the terms and conditions of this Agreement, of which Developer would not be entitled to develop without providing the Affordable Units. 1.1.14 "Developer" means Santa Ana Senior Associates, a California Limited Partnership, and its permitted successors and assigns to all or any part of the Property. 1.1.15 "Effective Date" means the date the City Council of City approves this Agreement and from then on this Agreement shall be in full force and effect. 1.1.16 "Eligible Household" means a Household whose income does not exceed the qualifying limit for a "very low income tenant" or "lower income tenant" as defined herein, 60A-9 which means persons and families whose income does not exceed the qualifying limit for very low income or lower income households. 1.1.17 "Household" means all persons residing in a Unit. 1.1.18 "Low Income Tenant" means persons and families whose income does not exceed eighty percent (80%) area median income for the Orange County, California PMSA, adjusted for household size, as published by the California Tax Credit Allocation Committee. 1.1.19 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit, as periodically published by the California Tax Credit Allocation Committee. 1.1.20 "Monthly Rent" means the total of monthly payments for (a) use and occupancy of each Affordable Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits, application fees or credit check fees (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or cable service, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Developer. In the event that certain utility charges are paid by the landlord rather than the tenant, no utility allowance shall be deducted from the rent for that type of utility charge. 1.1.21 "Project" means that certain residential development as more particularly described in Recital B and Section 2 of this Agreement. 1. 1.22 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.23 "State Density Bonus Law" means Government Code sections 65915, et seq., as they exist on the Effective Date. 1.1.24 "Unit" means a residential dwelling unit within the Project to be constructed by Developer pursuant to this Agreement. 1.1.25 "Unrestricted Units" means the Units within the Project to be constructed by Developer to a Household without restriction (i.e. — manager's unit). 1.1.26 "Very Low Income Tenant" means persons and families whose income does not exceed fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by the California Tax Credit Allocation Committee. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 60A-10 1.2.1 Exhibit A — Legal Description of the Property 1.2.2 Exhibit B — Tenant Verification 2. DEVELOPMENT OF THE PROPERTY 2.1 Project. Developer shall develop, operate, and maintain the Property as a four - hundred and eighteen (418) Unit affordable senior residential rental community, with four -hundred and fifteen (415) Affordable Units and three 3 Unrestricted Units. 2.2 Density Bonus. The Project shall have four -hundred and eighteen (418) Units, to be rented, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. Developer understands and agrees that Developer is utilizing a twenty percent (20%) density bonus increase provided by the State Density Bonus Law CZ85 Base Units x 20% = 57 State Density Bonus Units), as well as a thirty-five percent (35%) density bonus provided by the City's Housing Opportunity Ordinance 285 Base Units x 35% = 100 City Density Bonus Units). However, Developer is only proposing four -hundred and eighteen (418) Units, so Developer shall not construct or develop, or otherwise claim a right to construct or develop, more than one -hundred and thirty-three (133) State and/or City Density Bonus Units on the Property. 2.3 Development Concessions and Incentives. As set forth in the City entitlements, Developer petitioned for and was granted the following concessions and incentives as part of the approval of Site Plan Review No. 2017-08 for the Project: 2.3.1 TheaP rking requirements for the Project shall be reduced in accordance with Government Code Section 65915(p), such that the total of all parking spaces required for the Project shall not exceed 213 spaces. 2.3.2 The open space requirement calculation shall be reduced from 15% of total lot area to 3.6% of total lot area. 2.3.3 The building side yard setback requirement shall be amended from a maximum of ten (10) feet to a maximum of forty-one (41) feet. The building rear yard setback requirement shall be amended from a minimum of one hundred (100) feet to a minimum of thirty- three 33 feet. 2.3.4 The driveway width requirement shall be increased from a maximum of twenty-four (24) feet to twenty-five to twenty-eight (25-28) feet. 2.4 In exercising the rights granted to the developer under AB 744 the parking requirements for the Project shall be reduced in accordance with Government Code Section 65915(p), such that the total of all parking spaces for required for the Project shall not exceed 213 spaces. 2.5 No Further Concessions or Incentives. Developer acknowledges and agrees that the waivers and incentives set forth in section 2.3 above fully satisfy any duty City may have under 60A-11 the Santa Ana Municipal Code, the Density Bonus Law, or any other law or regulation applicable to the Project, to provide any development incentive or to waive any building, zoning, or other requirement. By this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City's obligation to waive requirements of or provide development incentives pursuant to any state, federal, or local law, rule, or regulation applicable to the Project. 2.6 Unrestricted Units. The Project, for purposes of this Agreement, may have no more than three 3 Unrestricted Units (i.e. — manager's unit) with unit sizes as may be determined by the Developer. Developer may alter the unit distribution of the Unrestricted Units in Developer's discretion, provided that the Project has the minimum number of Affordable Units and the minimum distribution thereof as specified in this Agreement. 2.7 Affordable Units. The Project, for purposes of this Agreement, shall have no less than four -hundred and fifteen (415) Units designated as Affordable Units pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with all City approvals, and shall be located throughout the Project. 2.8 Minimum Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for any Unrestricted Units, regardless of whether such Unrestricted Units are in the Project. 2.9 Permits and Processing; Compliance with Laws. Developer at its sole cost and expense shall secure or cause to be secured any and all permits that may be required by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, Developer shall carry out and perform the development, operation, and maintenance of the Project in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project. Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City's sole determination, then City shall have the option to declare this Agreement null and void in its sole discretion. 2.10 Relocation Prior to Development of Proiect. If relocation is required prior to the completion of development of the Project, Developer shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as maybe required to comply with applicable federal and state laws and regulations. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the development of the Project. ON 60A-12 2.11 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage contractors and suppliers to hire and procure locally, to the extent that it is cost effective and does not delay the overall project development schedule. Prior to issuance of Building Permit, Developer shall develop and submit to the Community Development Agency (the "CDA") a local sourcing plan for the Project targeting, to the extent feasible, the hiring of qualified workers, construction contractors, or the purchasing of goods locally within the City of Santa Ana. The plan must be reviewed and approved by the CDA which if not granted or denied within five (5) Business Days, shall be deemed approved (with such approval not to be unreasonably withheld) and be implemented for the construction of the project prior to issuance of Building Permit. 2.12 Mechanic's Liens, Indemnification. Developer shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non -responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. AFFORDABILITY 3.1 Total Affordability Term. Each Affordable Unit shall be restricted to use and occupancy by an Eligible Household for a total period of no less than fifty-five (55) years ("Total Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence on the date that the Affordable Unit receives all required occupancy permits from the City. By way of explanation of the foregoing two sentences, it is possible that the Total Affordability Period for one Affordable Unit will neither commence on the same date nor terminate on the same date as another Affordable Unit, and it is possible that the Total Affordability Terms for all Affordable Units will commence on different days and terminate on different days. 3.2 Memorializing Commencement of Total Affordability Term. Developer shall keep detailed records of the commencement date of the Total Affordability Term for each Affordable Unit. City shall have the right to review and verify said records to ensure that the commencement date specified by Developer for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Developer for the commencement of the Total Affordability Term for an Affordable Unit and the date specified by City s issuance of all required 60A-13 permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control. 3.3 Levels of Affordability. 3.3.1 Very Low Income Tenants. Developer covenants that no less than forty- two 42 Affordable Units in the Project shall at all times during the Density Bonus Housing Agreement Term be rented to, or held vacant and available for immediate occupancy by Very Low Income Tenants, at a rent that does not exceed thirty percent (30%) of fifty percent (50%) of the area median income, as adjusted for household size, including an allowance for utilities. 3.3.2 Low Income Tenants. Developer covenants that no less than three -hundred and seventy-three (373) Affordable Units in the Project shall at all times during the Density Bonus Housing Agreement Term be rented to, or held vacant and available for immediate occupancy by Lower Income Tenants, at a rent that does not exceed thirty percent (30%) of sixty percent (60%) of the area median income, as adjusted for household size, including an allowance for utilities. 3.4 Affordable Rental Schedule. The Affordable Rental Schedule shall be determined by the regulatory agreements entered into between the Developer and the California Tax Credit Allocation Committee (CTCAC) and the California Debt Limit Allocation Committee (CDLAC) governing the project. 4. OWNERSHIP AND OPERATION OF THE PROJECT BY OWNER 4.1 Recording of Documents. No later than issuance of building permits for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. City shall cooperate with Developer in promptly executing in recordable form this Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and the Project. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Property, the Project, and the Units to ensure compliance with the State Density Bonus Law, City Density Bonus Law, and the City Housing Opportunity Ordinance, and to ensure the continued supply of Affordable Units in the Project. 4.2 Rental of Units. Upon the completion of construction of the Project and receipt by Developer of all required permits for the occupancy of the Units, Developer shall rent or cause to be rented each Affordable Unit for the Total Affordability Term for such Affordable Unit in accordance with the terms and conditions set forth in this Agreement, which provide among other terms and conditions for the rental of each Affordable Unit at an Affordable Rent to an Eligible Household for the Total Affordability Term. 4.3 Location of Affordable Units. During the Density Bonus Housing Agreement Term, the Affordable Units shall be disbursed throughout the Project in accordance with the terms and conditions set forth in this Agreement. 60A-14 4.4 Occupancy Levels. The number of persons permitted to occupy each Affordable Unit shall not exceed the occupancy permitted pursuant to the requirements of the United States Department of Housing and Urban Development. In the event that a household residing in an Affordable Unit exceeds the permitted number of persons, then that household shall be placed on the waiting list for the appropriate -sized unit and be eligible for transfer when that unit becomes available. If the household refuses to transfer to the appropriate -sized unit then the Owner will have grounds to terminate that household's lease. 4.5 Use of the Property. All uses conducted on the Property, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations. The Project shall at all times during the term of this Agreement be used as an apartment complex and none of the Housing Units in the Project shall at any time be utilized on a transient basis, nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home, or be converted to condominium ownership. All of the community facilities and any social programs provided to the Project's residents shall be available on an equal, nondiscriminatory basis to residents of all Housing Units at the Project. 4.6 Maintenance. Owner shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Owner shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project. If at any time Developer fails to maintain the Project or the Property in accordance with this Agreement and such condition is not corrected within five (5) days after written notice from City with respect to debris and waste material, or thirty (30) days after written notice from City with respect to general maintenance, landscaping and building improvements, then City, in addition to whatever remedy it may have at law or at equity, shall have the right to enter upon the applicable portion of the Project or the Property and perform all acts and work necessary to protect, maintain, and preserve the Project and the Property, and to attach a lien upon the Property, or to assess the Property, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by City and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Developer to City upon demand. 4.6.1 Property Maintenance Agreement. Subject to review and applicability by the Planning and Building Agency (the "PBA"), the CDA, the Public Works Agency (the "PWA"), and the City Attorney to ensure that the property and all improvements located thereupon are properly maintained, Developer (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the applicant) shall execute a maintenance agreement with the City of Santa Ana prior to occupancy which shall be recorded against the property and which shall be in a form reasonably satisfactory to the City Attorney. The maintenance agreement shall contain covenants, conditions and restrictions relating to the following: W 60A-15 (a) Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); (b) Compliance with ongoing operational conditions, requirement and restrictions as applicable, the proper storage and disposal of trash and debris, and/or restrictions on certain uses; (c) Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; (d) Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including but not limited to controls on the proliferation of trash and debris about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); (e) If Developer and the owner of the property are different (e.g., if the applicant is a tenant or licensee of the property or any portion thereof), both the applicant and the owner of the property shall be signatories to the maintenance agreement and both shall be jointly and severally liable for compliance with its terms; (f) The maintenance agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth under the maintenance agreement; (g) The maintenance agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The maintenance agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City; and, (h) The execution and recordation of the maintenance agreement shall be a condition precedent to the issuance of the Certification of Occupancy. 4.7 Marketing Program. Each Affordable Unit shall be leased to Eligible Households selected by Developer who meet all of the requirements provided herein. Prior to Certificate of 10 Occupancy, Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a marketing program for the leasing of the Housing Units at the Project ("Marketing Program"). The leasing of the Housing Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City's prior written approval, which approval shall not unreasonably be withheld. Upon request, Developer shall provide City with periodic reports with respect to the leasing of the Housing Units. 4.8 Management Plan. Prior to Certificate of Occupancy, Developer shall submit for the reasonable approval of City a "Management Plan" which sets forth in detail Developer's property management duties, a tenant selection process in accordance with this Agreement, a security system and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations for the Property and manner of enforcement, a standard lease form, an operating budget, the identity and emergency contact information of the professional property management company to be contracted with to provide 24-hour onsite property management services at the Property ("Property Manager"), and other matters relevant to the management of the Property. The Management Plan shall require Developer to adhere to a fair lease and grievance procedure. The management of the Property shall be in compliance with the Management Plan as approved by City. If City determines that the performance of the Property Manager is deficient based upon the standards set forth in the approved Management Plan and in this Agreement, City shall provide notice to Developer of such deficiencies and Developer shall use its best efforts to correct such deficiencies. In the event that such deficiencies have not been cured within thirty (30) days, City shall have the right to require Developer to immediately remove and replace the Property Manager with another property manager or property management company which is reasonably acceptable to the City Manager, which is not related to or affiliated with Developer, and which has not less than five (5) years experience in property management, including significant experience managing housing facilities of the size, quality and scope of the Project. 4.9 Selection of Tenants. 4.9.1 Developer shall be responsible for the selection of tenants for the Housing Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. Developer agrees that all of Affordable Units will be available to senior citizens or qualifying residents as defined under California Civil Code section 51.3. 4.9.2 Local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give preference in leasing units to households that live and/or work in the City of Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority. 4.9.3 Prior to the rental or lease of an Affordable Unit to a tenant(s), Developer shall require the tenant(s) to execute a written lease and to complete a Tenant Income Verification Form (in substantially the form attached hereto as Exhibit B) certifying that the tenant(s) 11 60A-17 occupying the Affordable Unit is/are an Eligible Household and otherwise meet(s) the eligibility requirements established for the Affordable Unit. Developer shall verify the income of the tenant(s) as set forth herein. 4.10 Income Verification and Certification. Owner covenants to City that it will at all times abide by all specific compliance standards set forth in the regulatory agreements entered into between the Owner and the California Tax Credit Allocation Committee (CTCAC) and the California Debt Limit Allocation Committee (CDLAC), including but not limited to such standards as relate to the number of very -low and low income affordable units by number of bedrooms, standards for qualifying household incomes and other qualifying criteria. Owner shall provide City with a certified copy of each of the recorded Regulatory Agreements applicable to the Project. The compliance standards set forth in said Regulatory Agreements are hereby incorporated by reference as fully set forth herein. In the event of a conflict between this Agreement and the Regulatory Agreements: (1) the more stringent requirement shall prevail if such interpretation eliminates the relevant conflict; or (2) the Regulatory Agreements, or any of them, shall prevail. Developer agrees to make a good faith effort to verify that the income and asset statement provided by an applicant in an income certification is accurate by taking at least one of the following steps as apart of the verification process: (1) obtain three months consecutive pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant's current employer, (4) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. 4.11 Monitoring and Recordkeening. Throughout the Term of this Agreement, Developer shall annually complete and submit to City a Certification of Continuing Program Compliance in the form provided by City. Owner agrees to pay a reasonable fee, as set by City resolution, for the purpose of paying the actual costs associated with the City's obligation to monitor Owner's compliance with the affordability restrictions contained in this Agreement related to the Density Bonus units, not to exceed monitoring costs for up to 133 units. The City shall first start with the review of all reports and monitoring prepared by Owner for the California Tax Credit Allocation Committee (CTCAC) and the California Debt Limit Allocation Committee (CDLAC) each year. Representatives of City shall be entitled to enter the Property if necessary after review of above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City. Developer agrees to cooperate with City in making the Property and the records of the Project available for such inspection or audit. Developer agrees to maintain each record of the Project for no less than five (5) years after creation of each such record. Developer shall allow the City to conduct annual inspections of each of the Affordable Units on the Property after the date of construction completion, with reasonable notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within 12 ten (10) Business Days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.12 Application and Financial Preparedness. Developer shall submit for review and approval by the CDA and the PBA, a booklet completed by the Developer at least 12 months prior to the initial leasing of the units. This booklet can be made available at the Property Manager's office or at another location agreed upon by the Owner, the CDA, and the PBA. The purpose of this booklet is to inform interested persons regarding minimum application and eligibility requirements and to assist interested persons with application and financial preparedness and eligibility for residency at the Project at the initial leasing of the units. Developer shall also work with CDA to hold a minimum of two workshops to be coordinated by the Developer at least 12 months prior to the initial leasing of the units. 4.13 Onsite Supportive Services. Programs and Amenities. Throughout the Term of this Agreement, and to the extent such can be coordinated with and largely supplied by philanthropic and other social welfare providers, Developer shall provide residents of the Project access to discounted or no -cost onsite supportive services, programming, and amenities that promote independent living and include but are not limited to: health and wellness services, transportation services, social activities, and physical or recreational amenities. 4.14 Alternative Transportation and Energy Source, Resource Conservation, and LEED Certification. While not a condition of the project's Density Bonus, in recognition of the City's desire to optimize the energy efficiency of the project, Developer agrees to consult with the project design team, a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid -rise), LEED AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier, or GreenPoint Rater (one person may meet both of these latter qualifications) early in the project design process to evaluate a building energy model analysis and identify and consider energy efficiency or generation measures beyond those required by the TCAC minimum construction standards. Prior to the meeting, the energy analyst shall complete an initial energy model based on either current T24 standards or, if the project is eligible, the California Utility Allowance Calculator using best available information on the project. To the extent financially feasible for the project, Developer agrees to incorporate and optimize energy efficient building materials, methods, and amenities. 4.15 Emergency Backup Generator. While not a condition of the project's Density Bonus, in recognition of the City's desire to optimize the safety and welfare of residents of the project, Developer agrees to consult with the project design team regarding the appropriateness of the emergency planning, routing, lighting, as well as ingress and egress of elevators, hallways, common corridors, parking areas, and stairways. To the extent financially feasible for the project, Developer agrees to reasonably incorporate and optimize such safety provisions and amenities above applicable building code. 4.16 Onsite Property Manager. The Project shall include the provision to have 24-hour on- site Property Management services and personnel. Up-to-date 24-hour contact information for the on-site personnel shall be provided to the following City Agencies on an ongoing basis: (a) Police Department 13 60A-19 (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.17 Emergency Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on-site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.18 Crime Free Housing. Developer shall work with City Staff to develop a crime free housing policy, procedure, and design plan (the "CFH Plan"). Developer shall submit and obtain approval from the PBA the CFH Plan meeting the requirements of this Subsection 4.18 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Property Management. 4.19 Onsite Parking Management Plan. Developer shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Developer shall continually monitor and take appropriate measures to manage the parking demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-way. Prior to issuance of the Certificate of Occupancy, Developer shall submit and obtain approval from the PBA a Parking Management Plan (the "PMP") meeting the requirements of this Subsection 4.21. The approved PMP shall be adhered to and be enforced by the Project at all times. 5. [INTENTIONALLY RESERVED] 6. TERM OF THIS AGREEMENT 6.1 Term. The term of this Agreement ("Density Bonus Housing Agreement Term") shall commence on the Effective Date and shall continue until the date that is fifty-five (55) years after the City issues the last certificate of occupancy for the Project. DEFAULT AND TERMINATION: INDEMNIFICATION 7.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a 14 60A-20 total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 7.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 7.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or omission of Developer in connection with its obligations under this Agreement, except to the extent caused by the active negligence or willful misconduct of Indemnitees. 8. ASSIGNMENT; COVENANTS RUN WITH THE LAND 8.1 Assignment by Developer. 8.1.1 Prohibited Transfers or Assignments. Except as authorized in Section 8.1.2 below, Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Developer's rights and obligations in this Agreement, without City's prior written approval, which shall not be -unreasonably withheld. Except for Permitted Transfers set forth in Section 8.1.2 below, Developer shall: (i) notify City in writing of the sale, transfer, or assignment of all or any portion of the Property, and (ii) deliver to City an assignment and assumption agreement (or other agreement) in a form approved by City and executed by Developer, and its transferee/assignee pursuant to which Developer's transferee/assignee assumes all of Developer's covenants and obligations set forth herein with respect to the Property or the portion thereof so transferred. Any request for transfer or assignment of the Agreement by Developer shall require the payment of fees or a deposit to compensate the City for approximate expenses incurred by Developer to City, as applicable, for the City's review of the request. 8.1.2 Sale of Property/Change of Use: Owner agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Owner and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Owner further understands and agrees that the Density Bonus permit approvals received for this Project have been made on the condition that Owner and all subsequent owners, or other successors and assigns of the Property and/or Project lease and 15 60A-21 rent the Units in accordance with the terms and conditions stipulated in Sections 4, 5 and 6 of this Agreement for a term of 55 consecutive years commencing upon the date that the Project is fust occupied. 8.1.4 Subsequent Assignment. As used in this Agreement, the term "Developer" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 8.1.5 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 8.2 Covenants Run with the Land. The Property shall be held, sold, conveyed, hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City, without regard to whether City is or remains an owner of any land or interest therein to which such covenants relate. However, all such covenants and restrictions shall be deemed to run in favor of all real property owned by City which real property shall be deemed the benefited property of such covenants and this Agreement shall create equitable servitudes and covenants appurtenant to all real property owned by City and running with the Property in accordance with the provisions of Civil Code Section 1468. Furthermore, all of the covenants, conditions, and restrictions contained herein shall also constitute easements in gross running in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 9. MISCELLANEOUS 9.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, LL1' 60A-22 understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 9.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council and signed on behalf of each party. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City's review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Site in the Official Records of Orange County, California. 9.3 Notices. 9.3.1 Deliverv. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after.deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next -day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next -day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Developer: Santa Ana Senior Associates, a California Limited Partnership 430 E. State Street, Suite 100 Eagle, Idaho 83616 9.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or 17 60A-23 representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 9.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 9.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of Califomia without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 9.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 9.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. 9.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations of such Developer under this Agreement shall be joint and several, and the default of any such Developer shall be the default of all such Developers. 9.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 9.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 9.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 9.12 Non -Discrimination. In performing its obligations under this Agreement, Developer 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 related I3 60A-24 activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 9.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement. 9.14 Force Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 9.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 9.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof, and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 9.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 9.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 9.19 Proiect as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this 19 60A-25 Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the Developer of such property. 9.20 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. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to cavy out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements as may be necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 9.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. 9.22 No Subordination. City's approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer's obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus Law, City Housing Opportunity Ordinance, and the terms and conditions of this Agreement. For the Term of the Density Bonus Housing Agreement, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. Developer expressly understands and acknowledges that state law requires preservation of affordability covenants in connection with the approval of this density bonus project. 9.23 Attorneys' Fees and Costs. 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 Parry. 9.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants FIE �• •. and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. (Signatures on following page) 21 60A-27 IN WITNESS WHEREOF, the parties hereto have caused this Density Bonus Housing Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: an Hodge Assistant City Attorney FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager SANTA ANA SENIOR ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP & V. Ckr96 Roope TPC Holdings V, LLC General Partner 22 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 Idaho County of Ada On October 11. 2018 before me, Peter Van Dome, Notary Public, personally appeared Caleb R000e, who proved to me on the basis of satisfactory evidence to -be the person(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the Instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Idaho that the foregoing paragraph is true and correct. WITNESS m%Ahand d ficial seal. Signature (Seal) PETER VAN DORNE COMMISSION 032357 NOTARY PUBLIC STATE OF IDAHO IM-V COMMISSION EXPIRES 08/012023 60A-29 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 23 60A-30 EXHIBIT "A" All that certain real property situated in the County of Orange, State of California, described as follows PARCEL 1: THE EAST HALF OF THE NORTH HALF OF LOT "E" OF THE STAFFORD AND TUSTIN TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGES 618 AND 619 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA. EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE EAST LINE OF SAID LOT "E", DISTANT THEREOF NORTH 0° 17' 30" WEST, 288.75 FEET FROM THE SOUTHEAST CORNER OF SAID NORTH HALF OF LOT "E", SAID EAST LINE ALSO BEING THE WESTERLY LINE OF TUSTIN AVENUE, 66.00 FEET WIDE; THENCE SOUTH 890 28' 10" WEST, 170.98 FEET, PARALLEL WITH THE NORTH LINE THEREOF; THENCE NORTH 00 09'00" WEST, 330.50 FEET TO SAID NORTH LINE; THENCE NORTH 890 28' 10" EAST, 170.17 FEET ALONG SAID NORTH LINE TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 00 17'30" EAST, 330.50 FEET TO THE POINT OF BEGINNING. ALSO EXCEPT THAT PORTION THEREOF, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID NORTH HALF; THENCE NORTH 890 33'25" WEST, 73.40 FEET ALONG THE SOUTH LINE OF SAID NORTH HALF TO A CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 4125.00 FEET FROM WHICH POINT TO A TANGENT BEARS NORTH 90 53'34" EAST; THENCE NORTH 294.78 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 4° 05'40" TO A LINE PARALLEL WITH THE NORTH LINE OF SAID LOT, WHICH PASSES THROUGH A POINT ON THE EAST LINE OF SAID LOT, NORTH 0° 33'32" EAST, 288.75 FEET FROM SAID POINT OF BEGINNING; THENCE SOUTH 890 22'45" EAST, 15.24 FEET ALONG SAID PARALLEL LINE TO THE EAST LINE OF SAID LOT; THENCE SOUTH 00 33'32" WEST, 288.75 FEET TO THE POINT OF BEGINNING. ALSO EXCEPT THAT PORTION DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID NORTH HALF OF LOT E; THENCE WESTERLY ALONG THE SOUTH LINE OF SAID NORTH HALF OF LOT E NORTH 890 34'01 " WEST 73.40 FEET TO A POINT ON A CURVE CONCAVED EASTERLY HAVING A RADIUS OF 4125.00 FEET, THE CENTER OF WHICH BEARS SOUTH 800 07'25" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 020 46' 12" AN ARC LENGTH OF 199.43 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 010 19'28" AN ARC LENGTH OF 95.34 FEET; THENCE NORTH 890 23'21" WEST 6.43 FEET TO A POINT ON THE ARC OF A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 10039.00 FEET THE CENTER OF WHICH BEARS SOUTH 80014'36" EAST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 000 32' 14" AN ARC LENGTH OF 94.13 FEET TO THE POINT OF BEGINNING. PARCEL 2: THAT EAST 6.00 FEET OF THE WEST HALF OF THE NORTH HALF OF LOT "E" OF THE STAFFORD AND TUSTIN TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGES 618 AND 619 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA. Assessor's Parcel Number: 402-181-11 60A-31 EXHIBIT B TENANT VERIFICATION 24 60A-32 EXHIBIT B INCOME COMPUTATION AND CERTIFICATION NOTE TO APARTMENT OWNER: This form is designed to assist you in computing Annual Income in accordance with the method set forth in the Department of Housing and Urban Project ("HUD") Regulations (24 CFR 813). You should make certain that this form is ate all times up to date with the HUD Regulations. Re: Santa Ana, California I/We, the undersigned state that I/we have read and answered fully, frankly and personally each of the following questions for all persons who are to occupy the unit being applied for in the above apartment project. Listed below are the names of all persons who intend to reside in the unit: 1. 2. 3. 4. Name of Members Relationship of the to Head of Social Security Household Household Age Number HEAD SPOUSE Income Computation 5. Place of Employment 6. The total anticipated income, calculated in accordance with the provisions of this Certification, of all persons over the age of 18 years listed above for the 12 -month period beginning the date that I/we plan to move into a unit is $ Included in the total anticipated income listed above are: (a) all wages and salaries, overtime pay, commissions, fees, tips and bonuses and other compensation for personal services, before payroll deductions; (b) the net income from the operation of a business or profession or from the rental of real or personal property (without deducting expenditures for business expansion or amortization of capital indebtedness or any allowance for depreciation of capital assets), (c) interest and dividends (including income from assets excluded below); (d) the full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts, including any lump sum payment for the delayed start of a periodic payment; B-1 60A-33 (e) payments in lieu of earnings, such as unemployment and disability compensation, workmen's compensation and severance pay; (f) the maximum amount of public assistance available to the above persons other than the amount of any assistance specifically designated for shelter and utilities; (g) periodic and determinable allowances, such as alimony and child support payments and regular contributions and gifts received from persons not residing in the dwelling; (h) all regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is the head of the household or spouse; and (i) any earned income tax credit to the extent that it exceeds income tax liability. Excluded from such anticipated income are: (a) casual, sporadic or irregular gifts; (b) amounts which are specifically for or in reimbursement of medical expenses; (c) lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and workmen s compensation), capital gains and settlement for personal or property losses; (d) amounts of educational scholarships paid directly to the student or the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships or payments to veterans not used for the above purposes are to be included in income; (e) special pay to a household member who is away from home and exposed to hostile fire; (f) relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; (g) foster child care payments; (h) the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1977; (i) payments to volunteers under the Domestic Volunteer Service Act of 1973; 0) payments received under the Alaska Native Claims Settlement Act; (k) income derived from certain submarginal land of the United States that is held in trust for certain Indian tribes; (1) payments or allowances made under the Department of Health and Human Services' Low - Income Home Energy Assistance Program; B- 2 60A-34 (m) payments received from the Job Training Partnership Act; (n) income derived from the disposition of funds of the Grand River Band of Ottawa Indians; (o) the first $2,000.00 of per capita shares received from judgment funds awarded by the Indian Claims Commission or the Court of Claims; and (p) at the discretion of Housing Authority of the City of Santa Ana all other income exclusions recognized by the HUD Section 8 Certificate and Voucher Programs. 7. Do the persons whose income or contributions are included in item 6 above: (a) have savings, stocks, bonds, equity in real property or other form of capital investment (excluding the values of necessary items of personal property such as furniture and automobiles and interests in Indian trust land)? No Yes (b) have they disposed of any assets (other than at a foreclosure or Credit Bankruptcy sale) during the last two years at less than fair market value? No Yes (c) If the answer to (a) or (b) above is yes, does the combined total value of all such assets owned or disposed of by all such persons total more than $5,000? No Yes (d) If the answer to (c) above is yes, state: (1) the amount of income expected to be derived from such assets in the 12 -month period beginning on the date of initial occupancy in the unit that you propose to rent: (2) the amount of such income, if any, that was included in item 6 above: 8. (a) Are all of the individuals who propose to reside in the unit full-time students*? No Yes *A full-time student is an individual enrolled as a full-time student during each of 5 calendar months during the calendar year in which occupancy of the unit begins at an educational organization which normally maintains a regular faculty and curriculum and normally has a regularly enrolled body of students in attendance and is not an individual pursuing a full-time course of institutional or farm training under the supervision of an accredited agent of such an educational organization or of a state or political subdivision thereof. M 60A-35 (b) If the answer to 8(a) is yes, is at least 1 of the proposed occupants of the unit a husband and wife entitled to file a joint federal income tax return? No Yes 9. Neither myself nor any other occupant of the unit I/we propose to rent is the owner of the rental housing project in which the unit is located (hereinafter the "Owner"), has any family relationship to the Owner; or owns directly or indirectly any interest in the Owner. For purposes of this paragraph, indirect ownership by an individual shall mean ownership by a family member, ownership by a corporation, partnership, estate or trust in proportion to the ownership or beneficial interest in such corporation, partnership, estate or trustee held by the individual or a family member; and ownership, direct or indirect by a partner of the individual. 10. This certificate is made with the knowledge that it will be relied upon by the Borrower to determine maximum income for eligibility to occupy the unit, and I/we declare that all information set forth herein is true, correct and complete and based upon information I/we deem reliable and that the statement of total anticipated income contained in paragraph 6 is reasonable and based upon such investigation as the undersigned deemed necessary. 11. I/we will assist the Owner in obtaining any information or documents required to verify the statements made herein, including either an income verification from my/our present employer(s) or copies of federal tax returns for the immediately preceding calendar year. 12. I/we acknowledge that I/we have been advised that the making of any misrepresentation or misstatement in this declaration will constitute a material breach of my/our agreement with the Owner to lease the unit and will entitle the Owner to prevent or terminate my/ our occupancy of the unit by institution of an action for ejection or other appropriate proceedings. I/we declare under penalty of perjury that the foregoing is true and correct. Executed this day of in the City of California. Applicant Applicant [Signature of all persons over the age of 18 years listed in number 2 above required] HM �• •. FOR COMPLETION BY APARTMENT OWNER ONLY: 1. calculation of eligible income: a. Enter amount entered for entire household in 6 above: $ b. (1) If answer to 7(c) above is yes, enter the total amount entered in 7(d)(1), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance ($ ); (2) Multiply the amount entered in 7(c) times the current passbook savings rate to determine what the total annual earnings on the amount in 7(c) would be if invested in passbook savings ($ ), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance (3) Enter at right the greater of the amount calculated under (1) or (2) above: $ C. TOTAL ELIGIBLE INCOME Line 1.a plus line 1.b(3)): $ 2. The amount entered in 1.c: Qualifies the applicant(s) as a Low Income Tenant(s). Does not qualify the applicant(s) as a Low Income Tenant(s). 3. Number of apartment unit assigned: Bedroom Size: Rent: $ 4. This apartment unit [was/was not] last occupied for a period of 31 consecutive days by persons whose aggregate anticipated annual income as certified in the above manner upon their initial occupancy of the apartment unit qualified them as Low Income Tenants. 5. Method used to verify applicants) income: Employer income verification. Copies of tax returns. Other Manager 60A-37 INCOME VERIFICATION (for employed persons) The undersigned employee has applied for a rental unit located in a project financed under the Housing Authority of the City of Santa Ana Multifamily Housing Revenue Bond Program for persons of low income. Every income statement of a prospective tenant must be stringently verified. Please indicate below the employee's current annual income from wages, overtime, bonuses, commissions or any other form of compensation received on a regular basis. Annual wages Commissions Total current income Overtime Bonuses I hereby certify that the statements above are true and complete to the best of my knowledge. Signature Date Title I hereby grant you permission to disclose my income to in order that they may determine my income eligibility for rental of an apartment located in their project which has been financed under the Housing Authority of the City of Santa Ana Multifamily Revenue Bonds. Signature Date Please sent to: �• • INCOME VERIFICATION (for self-employed persons) I hereby attache copies of my individual federal and state income tax returns for the immediately preceding calendar year and certify that the information shown in such income tax returns is true and complete to the best of my knowledge. Signature FOR 60A-39 Date REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: SEPTEMBER 11, 2017 TITLE. PUBLIC HEARING — SITE PLAN REVIEW NO. 2017-08 AND DENSITY BONUS AGREEMENT NO. 2017-01 TO ALLOW CONSTRUCTION OF AN AFFORDABLE RENTAL SENIOR RESIDENTIAL COMMUNITY WITHIN THE METRO EAST MIXED USE OVERLAY DISTRICT AT 2222 EAST FIRST STREET (STRATEGIC PLAN NOS. 3, 2; 5, 3) Prepared by Ali Pezeshkpour_ ---- __ Acting Executive Diredtor RECOMMENDED ACTION EXHIBIT 2 PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED Zoning Designation ❑ Applicant's Request ❑ Staff ReCOMMondation CONTINUED TO Acting Plannil nager 1. Adopt a resolution approving Site Plan Review No. 2017-08 as conditioned. 2. Adopt a resolution approving Density Bonus Agreement No. 2017-01 as conditioned. Executive Summary Charles Addington with Architects Orange, representing Affordable Housing Land Consultants, Inc. ("AMG & Associates"), is requesting approval of a site plan review (SPR) and a density bonus agreement (DBA) to allow the construction of an affordable 419 -unit rental senior residential community. As proposed, the project requires approval of several waivers from the Metro East Mixed Use (MEMU) overlay district's development standards and/or development concessions through 4he density bonus agreement. Staff is recommending approval of the applicant's request due to the project's satisfaction of meeting the intent of the MEMU overlay district to promote a pedestrian - oriented environment with a mix of land uses and because the project will provide additional affordable rental housing stock to an underserved segment of the region's population. Table 1: Proiect and Location Information Item I Information Project Address 1 2222 East First Street Nearest Intersection I First Street and Tustin Avenue General Plan Designation District Center (DC) Zoning Designation Arterial Commercial (C-5) with the Metro East Mixed Use overlay district (OZ -1), Active Urban district Surrounding Land Uses Commercial North Commercial East Multiple -Fatuity Residential South Rehabilitation Facility (West) 11 EXHIBIT 2 60A-41 EXHIBIT 2 SPR No. 2017-081DBA No. 2017-01 September 11, 2017 Page 2 Item Information Property Size 3.17 acres Existinp_Site Development The site contains an existing motel and restaurant. 1 Use Permissions Mixed-use projects permitted by the OZ -1 designation; i deviationslconcessions will address proposed deficiencies Zoning Code Sections Affected Uses OZ -1, Section No. 4 Develo rnenl Standards OZ -1, Section Nos. 4 through 7 _ Proiect Description i The project includes demolition of an existing motel and restaurant and construction.of an affordable rental senior housing community. The project will contain one structure consistinigof a ground -level parking area and five levels of residential above. A total of 418 affordable rental senior units -will be provided on the project site, as well as one on-site manager's unit. Moreover; a total 213 guest and resident parking spaces will be provided in an at -grade parking area beneath the residential levels. Units will include studios (92), one -bedroom (277), and two-bedroom (49) units ranging in size from 402 to 797 square feet. All units will contain full kitchens, bedrooms, full bathrooms, storage, and open/common (living) areas. Open space will be provided through publically-accessible plazas, private courtyards, or amenity areas. A public plaza with open seating will front First Street and will also contain an alcove programmable with community or commercial activities, such as kiosks or temporary events. The project's leasing office will also front First Street, enhancing its commercial presence. Five courtyards with distinct themes and amenities will be located throughout the interior of the site. Interior common rooms such as recreation areas, fitness centers, and laundry rooms will provide additional amenities to residents and visitors. A common open space "view room" on the top (sixth) level will face southeast toward the interchange between the Costa Mesa (SR-55)/Santa Ana (1-5) freeways. The project will feature a contemporary architectural style common of many multiple -family or mixed-use residential communities under construction in Santa Ana and the region. Ceramic tile, fiber cement board and siding, smooth stucco finishes, and metal railings will contribute to this theme. These solid materials will ensure that the project ages well for the duration of the building's lifetime. Finally, a large public art piece will be featured on the east elevation of the building at the First Street frontage; this piece will welcome those entering Santa Ana from the east. Background The Metro East Mixed Use overlay district was adopted in 2007 as a result of interest in developing mixed-use residential and commercial projects in its project area. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial 1A2EXHIBIT 2 6042 EXHIBIT 2 SPR No. 2017-08IDBA No. 2017-01 September 11, 20117 Page 3 projects, including mixed-use residential communities, livetwork units, hotels, and offices. "Since: its adoption, one mixed-use project at 1901 East First Street has been constructed "and is occupied. Another, located at 200 North Cabrillo Park Drive, is currently entitled but is .undergoing review for proposed_ revisions. The California Density Bonus lagv allows developers to seek increases in base density for providing on- site housing units in exchange for providing affordable units on site. To help make constructing on -'Site affordable units feasible, the law allows developers to seek incentives or waivers, which are essentially variances from development standards that would help the project be built without significant burden and without detriment to public health. The first version of the Density Bonus Law was adopted in 1979 and has since been amended at various times; In early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to "justify" the density bonus and requested incentives/waivers and places the onus on local jurisdictions to prove that the incentives/waivers are not financially warranted. Recent court interpretations of the law have granted unlimited numbers of waivers to projects that meet -or exceed the maximum interpretations, nt density bonus of base density. Analysis of the Issues Section 8 of the MEMU regulating plan, Implementation, requires the Planning Commission to review an application for development subject to the provisions of the overlay district. Upon review, the Planning Commission may take the following actions: 1. Approve the development plan, 2. Approve the development plan with conditions, or 3. Deny the development plan. Should the Planning Commission approve the Site Plan Review application, it must make four findings of fact relating to furthering the goals of the MEMU overlay district, consistency with the regulating plan, compatibility with the surrounding community, and planning a compatible and harmonious project. In addition, Section 41- 1607 requires an application for a density bonus agreement containing "deviations" (incentiveslwaivers) to be approved by the Planning Commission. The following subsections analyze the applicant's request for both the Site Plan Review and the Density Bonus,Agreement applications. Site Plan Review The applicant is requesting site plan approval for a proposed residential community that requires approval of incentives or waivers from the development standards contained with the MEMU overlay district regulating plan. These standards ;are outlined in Table 2: Conformance to Development Standards. Table 2: Conformance to Development Standards Standard. Required by the MEMU Provided Stories Minimum 3, no maximum 6 Minimum Site Area 1 acre 3.17 acres Permitted Frontage Forecourt, shopfront, gallery, or arcade Shopfront, with plaza on First Street as permitted W MEh4U 1A343 EXHIBIT 2 60 EXHIBIT 2 SPR No. 2017-08/DBA No. 2017-01 September 11, 2017 Page 4 Standard Required by the MEMU Provided Publicly Accessible Open Space 15 percent of total lot area 3.6 percent - Requires _ environment for residents, Incentive/Waiver PrivatefCommon Open Space 100 square feet per unit 112 square feel per unit Building Setbacks 0-20 feel (front), 0-10 feet (side), 100 20 (front), 28-41 (side), 33 (rear) - street activation, stimulate feel rear Requires Incentive/Waiver _ Parking 2 spaces per unit overall -,every unit 0.51 spaces per unit (permitted by must be allocaled at least 1 space AB 744 Courtyard height -to -width ratios 2 to 1 (enclosed on four sides), 3 to 1 Complies; various ratios in excess of _(9 -pen on one or more sides) 2 to 1 and 3 to 1 grovided Driveway width 24 feet maximum 25-28 feet - Requires fncentive4aiver Building Massing A variety of massing, volume, and Complies; the building features a step -backs are required to increase step -back along First Street and building articulation breaks in volume to reduce massin As noted in Table 2, the project conforms to the MEMU regulating plan's requirements for height/stories, minimum site area, courtyard design, and building massing but requires approval of incentivestwaivers through the Density Bonus Agreement application to allow deviation's from the required public open space areas, building setback requirements, and driveway widths. Table 3: Analysis of the Issues breaks down the project by issue or topic. Table 3: Analysis of the Issues consistency with and will the proposed project furthering the contribute to creating a objectives of the mixed-use, walkable MEMU overlay environment for residents, district daytime employees, and Visitors, and does it provide high-quality architecture and street activation, stimulate private investment, and implement the General Plan? The proposed project will contain 419 residential units (including one manager's unit) without a commercial component. However, It has been designed to feature a large public plaza at Its frontage on First Street, an alcove for temporary activities or kiosks, and a large public art piece. Constructing 419 units in the project area will add to the residential population in the area, stimulating demand for community -serving commercial uses such as restaurants, retail stores, dry cleaning services, and other similar uses. Finally, the project meets several General Plan goals and policies, including the Land Use Element's Goal 2 (to encourage diversity of quality housing, affordability levels, and living experiences), Goal 4 (to provide adequate rental and ownership housing and supportive services), and the Housing Element's policies HE -2.3 and 2.4 (lo encourage construction of rental housing, facilitate .diverse types of EXHIBIT 2 60X444 roll IMM : 11W% SPR No. 2017-081DBA No: 2017=01 September 11, 2017 Page 5 Issue or Topic Question Analysis Consistency with the Does the project meet the Although the project complies with many development MEMU development_ ME44U regulating plans standards enumerated in the MEMU regulating plan, if does standards development standards, or not meet the requirements for publicly -accessible .open does it require approval of space, building setbacks, and driveway widths. These deviations? standards require approval of incenliveslwaivers through the Density Bonus AbreemenI.application. Moreover, although slated as a guideline.in the regulating plan, the unit sizes are well below the,1,200-square-foot average unit size objective:. The applicant has considered this,gtd ueline and. proposes to. conipensale through a greater average privatelcommon open' space area of 112 square feet per unit instead of the 100 - square -foot minimum. In addition, the proposed parking, rate of 0.5 spaces per unit is well below the required 2.0spaces per unit; however, the applicant is exercising his ability under AB 744 to provide 0.5 spaces per unit due to the project site's proximity to two bus stops with frequent service. Theso'stops are on lines that connect the project site to points west (central Santa Ana, Garden Grove, and Westminster), north (Tustin, Orange, and Placentia), and east (central Tustin). Compatibility with Will the project be well- The proposed development consists of a single six -level adjacent integrated into the existing project surrounded by single -story structures to the east and development in terms MEMO area and surrounding west. A tbvo-story multiple -family residential community abuts of similarity in scale. development patterns, the site to the south, and a ,single -story commercial height, and site including those in the city of development is to the north across First Street. Although the configuration Tustin? MEMU anticipates developments of this scale or larger In the "Active Urban" land use district, this development would be the first of its size in its immediate vicinity. Several design features have been incorporated Into the project to break up its massing and to lessen its impacts on adjacent properties. These include breaking up the building's west "elevation through courtyards, setting back the building from the oast, south, and west through a minimum 20400t wide fire lane, and the planting of rapidly -greying eucalyptus trees with minimum 20 -foot brown trunk height throughout. Finally, the proposal to construct a'single structure instead of several Is the result of the site's odd shape. Development on the site is further complicated and constrained because the neighboring parcel, although underutilized, is located in the jurisdiction of the City of Tustin. Compatible and _ Does the project, as The proposed project Is intended to be a low -impact use. No harmonious land proposed, contribute negative impacts from noise, air quality, aesthetics, or traffic use(s), site design, "positively to the area in which are expected exceptfor temporary impacts arising during and operational it is located? construction of the project. The site's design is intended to standards activate its frontage on First Street by providing flexible community areas that can be programmed with activities or temporary uses, and the landscape palette has been carefully selected to minimize the site's Impact on the surrounding low-rise land uses. EXHIBIT 2 60A-45 EXHIBIT 2 SPR No. 2017-08/DBA No. 2017-01 September 11, 2017 Page 6 Reduction of onsite Will the reduction In required AB 744 allows senior affordable residential projects whose parking proposed on-site parking, as permitted residents are aged 62 or older to provide a parking rate of 0.5 through AB 744 by AB 744, affect the success spaces per residential unit. Staff has analyzed the proposed of the project or impact the project, which exercises its right under AB 744, and finds that surrounding community? there is potential that the project and neighborhood may be impacted by the reduced parking. The City has identified the MEMU area for high-intensity, mixed use development in order to reduce demands for parking and traffic impacts. However, the MEMU area is still in transition, and portions including the project site have yet to redevelop and produce the pedestrian -scale environment envisioned by the document. To mitigate these impacts, staff has added a condition of approval requiring the developer to enter into an agreement with a property within 500 feet of the project site to provide additional guest and/or resident parking during off- peak limes. Density Bonus Agreement The California Density Bonus Law applies to projects proposing five or more residential units and grants density bonuses to those meeting certain requirements for affordability levels and types of housing (family, veterans, etc.). Rental units in such developments that are designated "affordable" must remain so for at least 55 years. For affordable senior housing projects, a developer may seek a density bonus up to 20 percent from base density. The City's Housing Opportunity Ordinance (HOO), last updated in 2015, augments the density bonus concept by allowing a developer to seek an additional 35 percent density bonus calculated from base density (SAMC Sec. 41-1904.1). A summary of the proposed project's density calculation is provided in Table 4: Project Density Calculation. Table 4: Project Density Calculation Density orBonus Allowed for Project Provided Base Density 285 units (3.17 acres x 90 unitslacre _ 285 units base density used as a standard for developments in areas designated DC by the General Pian Land Use element) 3 20 -Percent Bonus for Senior Projects 1 +57 units 285 x 0.20 +57 units l 35 -Percent Bonus Provided by the +100 units (285 x 0.35) +77 units HOO Total Units 442 units maximum "419 units proposed Under the state's Density Bonus Law, a developer may seek incentives or waivers (sometimes called concessions) to increase the viability of the proposed project. Revisions to the Density Bonus Law, as recent as January 2017, allow developers to seek an unlimited number of waivers from development standards insofar as such waivers are not detrimental to public health or safety, do not negatively 1 a EXHIBIT 2 6dK46 EXHIBIT 2 SPR No. 2017-081DRA No. 2017-01 September 11, 2017 Page 7 impact historic resources, or have no feasible mitigation. Further, cities cannot require preparation of additional reports or studies not required by State law to 'justify" a developer's request for waivers or incentives. Table 5: Requested Incentives/Concessions analyzes the. applicant's request for deviations from the development standards contained in the MEMU regulating plan. Table 5: Requested Incentives/Concessions Standard Question Analysis Publicly Accessible Would requiring the 15 The MEMU. regulating plan requires that publicly -accessible Open Space percent of total lot area open space be provided along main street -facing fagades, mandated by the MEMU Because the project has such a'limited. frontage on First render the project Infeasible? Street, meeting this requirement would result in the building being pushed back significantly from. First Street and would render almost the first 113 of the depth'unusable for building area, resulting in a significanf toss of units and parking area. Pushing the building back would also reduce the contribution to creating a more urban, walkable environment. The applicant intends to compensate for this reduction by providing a greater average "square footage of _ rivatelcommon open sace per unit on the project site. Building Setbacks Would requiring the MEMU's For a project of this size and construction type, OCFA side and rear setback requires 360 -degree circulation on the project site with standards render the project minimum 20 -foot fire lanes. The addition of landscaping and infeasible? walkways around the project perimeter results In the project not being able to meet the maximum 10 -foot side yard requirement. Further, for a project of this height, the MEMU requires a 100 -foot rear yard setback. Implementing this standard would result in the building being set back an additional 67 feet from the rear lot line, resulting in a si nificant loss of units and parking area. Driveway width Could the project be If the project were designed with narrower driveways, the redesigned with narrower driveways would not conform to minimum standards driveways to meet MEMU established for fire ingresslegress by OCFA and for trash requirements? truck ingresslegress established by the Public Works Agency and Waste Management, the current waste collector contracted by the 'City. In reviewing the applicant's request, staff has found that the project may impact the surrounding community; however, conditions of approval are intended to mitigate these impacts. Staff has also reviewed the requested incentives/concessions and found that two of the incentives/concessions, publicly -accessible open space and building setbacks, would not be required_ if the project did .not propose its double-density unit total. The first incentivelconcession, a reduction of,publicly-accessible open space, would not be required if the project were constructed with only the 20 -percent State or the 35 -percent local density bonus provisions. A reduction in the overall unit total would allow additional areas on the project site in which 1A747 EXHIBIT 2 60 EXHIBIT 2 SPR No. 2017-08/DBA No. 2017-01 September 11, 2017 Page 8 additional publicly -accessible open space could be constructed. The second Incentivelconcession,a reduction in building setbacks, would be partially negated if the project did not take advantage of the double-density. The project could meet the required 100 -foot rear -yard setback if fewer units were proposed. The side -yard setback would continue .to be an issue as the required fire lane would force the project to exceed the maximum setback allowed for side yards. Despite these concerns, recent revisions to the State Density Bonus Law require local jurisdictions to grant any incentives/concessions requested by the applicant in order to facilitate construction of the project while maximizing the requested density bonuses. Finally, staff analyzed additional considerations as required by the Density Bonus Law. There are no historic resources in the immediate vicinity that would be impacted by the proposed development. The project's design and operations, with the requested incentives/waivers, will not be detrimental to public health or safety as the project was reviewed by the City's Development Review Committee, which consists of representatives from Planning, Building Safety, Public Works, Housing, the City Attorney's Office, and the Orange County Fire Authority (OCFA). Should the Density Bonus Agreement application be approved, the agreement will be authorized by the City Council after the Planning Commission considers the application for the project as a whole, including the Site Plan Review application. Additional Considerations While reductions in required on-site parking for proje traditionally considered an incentive or waiver, AB 7 residential projects located within a half -mile distance i provide as little as 0.5 parking spaces per unit. AMG proposed project as two bus lines with frequent service project site. 1s subject to the Density Bonus Law were 44, enacted in late 2015, allows affordable f major transit lines or major transit stops to K Associates is exercising this option for the- intervals heintervals are located in close proximity to the In May 2017, the City received initial conceptual plans from the Orange County Transportation Authority (OCTA) and the California Department of Transportation (Caltrans) indicating that the two agencies are studying proposed improvements to the SR -5511-5 interchange that could impact the project site. One improvement under study, an entrance ramp to 1-5 south from First Street, would cut through the project site and would render the project impossible to build as proposed. The ramp is in the early stages of review; no environmental analysis has been conducted and no funds have been allocated for its construction. 1A8EXHIBIT 2 6048 EXHIBIT 2 SPR No. 2017-08]DBA No. 2017-01 September 11, 2017 Page 9 Table 6: CEQA. Strategic Plan Alianmerit and Public Notification & Community Outreach CEQA, Strategic Plan Alignment, and Public Notification &Community Outreach _ _ . CEQA CEQA T e Class 32 Categorical Exemplion/Sec. 1533 — In -Fill Development Projects Reason(s) The Class 32 exemption applies to projects characterized as infill development meeting Exempt or Analysis the following conditions: 1. The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable. zoning designation and regulation; 2. The proposed development occurs within city limits on 'a project site of no more than five acres substantially surrounded by urban uses; 3. The project site has no value. as habitat for endangered, rare or threatened species; A. Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and 5. The site can be adequately served by all required utilities and public services. As outlined in this staff report, the project is consistent with the City's General Plan and the MEMU regulating plan. Further, it is consistent with the density bonus provisions outlined in the City's Housing Opportunity Ordinance. The project site is located within city limits and is less than five acres in size. It is already in an urbanized setting surrounded by urban uses, and the project has not been identified as habitat for endangered, rare or threatened species. The project site and type of development proposed are already addressed in the previously approved environmental impact report (EIR) for the IVIEMU overlay district (EIR No. 2006-01). However, a Class 32 exemption Is required for the project because the original EIR did not require a greenhouse gas study. The applicant. submitted a greenhouse gas study to indicate that the project will not negatively impact greenhouse gas reduction goals. In addition. a health risk assessment (HRA) was prepared to identify any impacts from developing a residential community adjacent to a freeway. The HRA recommends that the project incorporate certain window design features on freeway - facing elevations for all units adjacent to the SR -55 freeway, and that the project install air filtrations stems throughout. _ Strategic Plan Alignment Goal(s) and Policy(s) _ Approval of this item supports the City's efforts to meet Goal No. 3 (Economic Development) Objective No. 2 or creating new opportunities for businesstjob growth ,and encourage private development through new General Plan and Zoning Or policies. The item also supports Goal 5 (Community Health, Livability, Engagement & Sustainability) Objective No. 3 to facilitate diverse housing opportunities and support' efforts to preserve and improve the livability of Santa Ana neighborhoods_ Public Notification.& Community Outreach Required Measures A public noticed was posted on the project site on September 1, 2017. Notificationby mail eras mailed to all property owners and occupants within 500 feet of the ro'ecl site on Se tember 1, 2017. _ Newspaper posting was published in the Orange County Reporter on September 1, 2017. The applicant held a Sunshine Ordinance: community meeting on May 25; 2016 at the" Saint Jeanne de Lestonnac School. Two members of the public attended: a schoolteacher from the facility and a representative from the City of Tustin. Both voiced their support,for the project. No additional communications regarding the meeting were received after. i The Lyon Streel Neighborhood Association was contacted by phone to identify any areas I Additional Measures of concern. At the time this report was printed, no issues of concern were raised regarding IN application, 60W-49 EXHIBIT 2 EXHIBIT 2 SPR No: 2017-08/DBA No. 2017-01 September 11, 2017 Page 10 Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission adopt a resolution approving Site Plan Review No. 2017-08 and Density Bonus Agreement No. 2017-01 as conditioned. Alz7��' All Pezeshkpou , AICP Senior Planner AP:jm SAPlaimna C=rffs$on1201YSFRI UIS DBA17-1 APJGA-cso 2222 F-Firtpc Exhibits 1. Resolution 2. Vicinity Zoning and Aerial Map 3. Site Photo 4. Site Plan 5. Unit Floor Plans 6. Building Elevations 7. Building Perspectives 8. Landscape Plans 9. Air Quality and Greenhouse Gas Technical Report 10. Health Risk Assessment 66d% -o EXHIBIT 2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: ADOPT THE CITY OF SANTA ANA GREEN POLICY AND APPROVE ADDITIONAL/OPTIONAL SERVICES IN THE SOLID WASTE SERVICES REQUEST FOR PROPOSAL SCOPE OF WORK {STRATEGIC PLAN NO. 4, 1} r CI MANAGER RECOMMENDED ACTION 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 Adopt City of Santa Ana Green Policy as drafted, based on Council and community input. 2. Approve additional/optional environmental program to include in the Solid Waste Services Request for Proposal Scope of Work. 3. Approve inclusion of Construction and Demolition Collection Services in the Solid Waste Services Request for Proposal Scope of Work. DISCUSSION Staff is seeking City Council approval of the City of Santa Ana Green Policy and inclusion of optional services to be included in the Solid Waste Services Request for Proposals Scope of Work. The draft Request for Proposals will return to City Council for approval in March 2019. On May 15, 2018, Council approved the contract with HF&H Consultants, LLC (HF&H), to provide solid waste consulting services and to assist the City in developing a "Green Policy" with input from City Council, the community, and staff. Ultimately, the policy will provide the basis of the Request for Proposals (RFP) for Solid Waste Services (SWS) Scope of Work (Scope). HF&H services also include a review of the City's Source Reduction and Recycling Element, Household Hazardous Waste Element, Non -Disposal Facilities Element, and applicable laws related to solid waste, including the City's Integrated Waste Management Ordinance and Municipal Code. The consultant will also assist the City with the SWS RFP process, including contract negotiation and finalization. HF&H and City staff have met with members of City Council and conducted community surveys throughout 2018. They have also made presentations at five town hall meetings held in various 65A-1 Adopt City of Santa Ana Green Policy and Provide Direction on Additional/Optional Components of Solid Waste Services Request for Proposal October 16, 2018 Page 2 neighborhoods, including the Santa Ana Communication Linkage Forum (Com -Link), the Chamber of Commerce, and through online surveys in English, Spanish, and Vietnamese (Exhibit 1). Staff surveyed 34 Orange County Jurisdictions and the proposal is in line with regional trends. Through this work, the City of Santa Ana Green Policy (Green Policy) has been developed (Exhibit 2). The core goals of the Green Policy are to maintain compliance with State mandates, maintain low rates for residents and businesses, and implement additional preen programs as financially feasible. Additionally, the feedback from City Council will be included in the Request for Proposals for SWS that will be presented for Council approval in March 2019. Green Policy Adoption The City of Santa Ana has a long history of implementing environmentally focused programs without an established green policy. At Council's request, a green policy has been developed that captures the vision of future environmental efforts in the City of Santa Ana. The adopted Green Policy will be used as the basis for refining the SWS RFP Scope and implementing future solid waste environmental programs. Staff recommends adopting the Green Policy, as drafted, to maintain the City's compliance with state mandates, maintain low/reasonable rates for residents and businesses, and implement additional green programs as financially feasible. Green policy components include the following: A. Existing Programs That Will Be Included In the New Solid Waste Agreement The programs listed below have historically been provided by the City and/or the solid waste hauler, and will be included in the new SWS RFP Scope. 1. City operations solid waste and recycling collection. 2. Solid waste and recycling collection at City -sponsored events. 3. Neighborhood cleanups. 4. Parkway cleanups after garage sale weekends. 5. Alley cleanup — to be increased from two times per month to four times per month. 6. Single-family residents are provided refuse, recycling and green waste service. 7. Businesses and multi -family complexes are offered recycling service. 8. Holiday greenery is collected from residential properties and diverted from landfilling. 9. Sharps Safe Disposal Program. 10. Door -to -Door Universal Waste Collection — Collection of universal waste offered to residents at no additional charge. Universal waste includes fluorescent tubes, light bulbs, batteries, mercury containing devices, televisions and other electronic equipment, and other universal waste as defined by CalRecycle. B. Environmental Programs Required By State Regulations Will Be Included In the New Solid Waste Agreement 1. Residential food waste program — SB 1383 requires jurisdictions to offer an organics recycling program, including food waste, to all generators by January 1, 2022. 65A-2 Adopt City of Santa Ana Green Policy and Provide Direction on Additional/Optional Components of Solid Waste Services Request for Proposal October 16, 2018 Page 3 2. Organics waste collection and recycling from commercial generators that currently meet the thresholds of AB 1826, and in January 1, 2022 from all generators of organics. 3. Food donation/rescue — Hauler to provide information and/or coordinate with food rescue organizations. 4. AB 341 compliant commercial and multi -family recycling which may include a source - separated program, and/or processing of mixed commercial/multi-family for customers that do not participate in the source -separated recycling program. C. Suite of Additional/Optional Environmental Programs to Be Considered in the New Solid Waste Agreement, if Financially Feasible 1. Household hazardous waste — Hauler to provide an annual drop-off event at no additional charge. 2. Medication disposal program — Selected hauler will be required to promote local medication take -back programs. 3. Document shredding events — Provide one time per year. 4. Compost give-away events — Provide one time per year. 5. Multi -family bulky item collection. 6. Enhanced cleanup of abandoned items in alleys. 7. Provide solid waste containers for encampment cleanups. 8. Recycling block party — Recognize a residential neighborhood that consistently puts out their recycling containers (set out) and has minimal contamination of recyclable materials by hosting a block party. 9. Environmental ambassador program — Recognize businesses and restaurants that have implemented source -reduction, reuse, recycling, and other environmental programs at City Council meetings and coordinate presentations with Chamber of Commerce and/or other community meetings. Construction and Demolition Collection Services The City currently has separate, exclusive agreements for collection and handling of construction and demolition debris generated in the City of Santa Ana, and a Host Fee Agreement to accept construction and demolition debris generated in the City of Santa Ana. These agreements are set to expire on June 30, 2020, as is the solid waste services agreement. Staff recommends including Construction and Demolition Collection Services with the RFP for SWS. Though there has been a preference for separate C&D Collection Services agreements in the past, there are advantages to including C&D in the SWS Agreement, such as clearly defining a single C&D collection services provider, while still allowing self -haul by generators and contractors; eliminating contract infringement; and streamlining and simplifying contract administration and state reporting. 65A-3 Adopt City of Santa Ana Green Policy and Provide Direction on Additional/Optional Components of Solid Waste Services Request for Proposal October 16, 2018 Page 4 STRATEGIC PLAN ALIGNMENT Approval of these items support 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. However, increased recycling activity will divert materials from the landfill, thus extending the life of the landfill system and recovering valuable recyclable resources. FISCAL IMPACT There is no fiscal impact associated with this action. 141 Fuad S.eiss, PE, PLS Executiv Director Public rks Agency FS/MLM/CK Exhibits: 1. Solid Waste Contract Community Surveys 2. City of Santa Ana Green Policy 3. Solid Waste Contracting Process Schedule 65A-4 CITY OF SANTA ANA Exhibit I Trash Survey for Single Family Customers The City of Santa Ana is evaluating enhancements to its trash and recycling services and requests your input. To complete electronically, please go to hftps://www.surveymonkey.com/r/SantaAnaTrashSurvey Please answer the questions below: 1) Are you a resident of Santa Ana? 2) ❑ Yes ❑ No (If no, please do not submit tms survey) What type of property do you live in? ❑ Single Family home/duplex with curbside trash service ❑ Multi -Family home (apartment/condo) with shared bins ❑ Other: IMPORTANT: The questions below are for residents living in single family homes. If you live in a multi -family home please use the multi -family survey form. 3) Would you like the trash hauler to safely collect and dispose of household hazardous waste such as paint, batteries, and cleaning supplies from your doorstep if it increased your trash rate by $0.50 per month? ❑ Yes ❑ No ❑ Unsure 4) Would you like the trash hauler to provide a program to recycle and compost your foodwaste, if it increased your trash rate by $1.00 per month? ❑ Yes ❑ No ❑ Unsure 5) Were you aware that the trash hauler will collect bulky items such as couches and refrigerators from the curb at no additional charge up to two times per year if you call them? ❑ Yes ❑ No 6) Would you like to increase the number of free bulky item pick ups, such as couches and refrigerators, from the current two times per year to up to four times per year? ❑ Yes ❑ No ❑ Unsure 7) If the city offered free compost once per year for pickup at a location in the City, would you pick up some free compost? ❑ Yes ❑ No ❑ Unsure 8) If the city offered free document destruction/shredding service once per year at a location in the city, would you drop off documents to be shredded and recycled? ❑ Yes ❑ No ❑ Unsure 9) Would you like a recognition/award program for excellent recyclers in the city? ❑ Yes ❑ No ❑ Unsure 10) Would you like the city's trash hauler to help clean up the city by picking up abandoned items and illegally dumped items in the streets, alleys, parks, and other public spaces? ❑ Yes ❑ No ❑ Unsure 11) Would you pay up to $2.00 per month more for trash and recycling services if new recycling programs decreased the amount of waste sent to landfills? ❑ Yes ❑ No ❑ Unsure 12) Please describe any new trash and recycling services you would be interested in, or provide other comments about your existing trash and recycling services: Thank you for completing this survey. 65A-5 CITY OF SANTA ANA Trash Survey for Multi -Family Customers The City of Santa Ana is evaluating enhancements to its trash and recycling services and requests your input. To complete electronically, please go to https://www.surveymonkey.com/r/SantaAnaTrashSurvey Please answer the questions below: your multi -family residence ❑ Yes ❑ No (If no, please oo not submit tins survey) 2) Which best describes you? ❑ Tenant ❑ Property Manager ❑ Property Owner 3) What type of property do you live in? ❑ Single-family home/duplex with curbside trash service ❑ Multi -family home (apartment/condo) with shared bins ❑ Other: IMPORTANT: The questions below are for tenants, managers, or owners of multi -family homes. If you live in a single-family home please use the single-family survey form. 4) If the city offered free compost once per year for pickup at a location in the City, would you pick up some free compost? ❑ Yes ❑ No ❑ Unsure 5) If the city offered free document destruction/shredding service once per year at a location in the city, would you drop off documents to be shredded and recycled? ❑ Yes ❑ No ❑ Unsure 6) If the trash hauler collected bulky items such as couches and refrigerators at no extra cost as long as you call the trash hauler in advance, would you use this service? ❑ Yes ❑ No ❑ Unsure 7) Does your apartment/condo complex have recycling containers on site? ❑ Yes ❑ No ❑ Unsure 8) Would you like a recognition/award program for excellent recyclers in the city? ❑ Yes ❑ No ❑ Unsure 9) Would you like the city's trash hauler to help clean up the city by picking up abandoned items and illegally dumped items in the streets, alleys, parks, and other public spaces? ❑ Yes ❑ No ❑ Unsure 10) Would you pay up to 10% more per month for trash and recycling services if new recycling programs decreased the amount of waste sent to landfills? ❑ Yes ❑ No ❑ Unsure 11) Please describe any new trash and recycling services you would be interested in, or provide other comments about your existing trash and recycling services: Thank you for completing this survey. 65A-6 CITY OF SANTA ANA Trash Survey for Commercial Customers The City of Santa Ana is evaluating enhancements to its trash and recycling services ,and requests your input. To complete electronically, please go to https://www.surveymonkey.com/r/SantaAnaTrashSurvey Please answer the questions below: 1) Are you a business owner, manager, or employee responsible for trash and recycling at your business in the City of Santa Ana? ❑ Yes ❑ No (If no, please do not submit this surrey) 2) Which of these options best describes your workplace? ❑ Retail ❑ Office ❑ Restaurant/Food ❑ Industrial Service ❑ Healthcare ❑ Lodging ❑ Other (Please specify): 3) Would you like the city to offer a Green Business Certification program that provides qualifying companies citywide recognition and a certificate to display for customers? ❑ Yes ❑ No ❑ Unsure 4) Does your business have recycling containers on site? ❑ Yes ❑ No ❑ Unsure 5) Food Generators Only: If your business disposes of edible food, would your business be interested in opportunities to donate edible food to food banks or food rescue organizations? ❑ Yes ❑ No ❑ Not Applicable 6) Would you like a recognition/award program for excellent recyclers in the city? ❑ Yes ❑ No ❑ Unsure 7) Would you like the city's trash hauler to help clean up the city by picking up abandoned items and illegally dumped items in the streets, alleys, parks, and other public spaces? ❑ Yes ❑ No ❑ Unsure 8) Would you pay up to 10% more per month for trash and recycling services if new recycling programs decreased the amount of waste sent to landfills? ❑ Yes ❑ No ❑ Unsure 9) Please describe any new trash and recycling services you would be interested in, or provide other comments about your existing trash and recycling services: Thank you for completing this survey. 65A-7 CIUDAD DE SANTA ANA Encuesta de basura para clientes unifamiliares La Ciudad de Santa Ana este evaluando mejorias para sus servicios de basura y reciclaje, y solicita su opinion. Para completar de forma electr6nica, favor de it a hftps://www.surveymonkey.com/r/SantaAnaBasuraSurvey Por favor conteste las preguntas siguientes: 1) :.Es usted residente de Santa Ana? ❑ Si ❑ No (Si no, por favor no mantle esta encuesta) 2) ZEn que tipo de propiedad vive? ❑ Vivienda unifamiliar/duplex con servicio de basura en la acera ❑ Vivienda multifamiliar (departamento/condominio) con contenedores de basura compartidos ❑ Otro: IMPORTANTE: Las preguntas siguientes son para residentes que viven en viviendas unifamiliares. Si usted vive en una vivienda multifamiliar, favor de usar el formulario de encuesta para vivienda multifamiliar. 3) i.Quisiera que el transportador de basura colectara y desechara desperdicios peligrosos del hogar como pintura, baterias y suministros de limpieza desde su puerta de manera segura si aumentara su tarifa de basura $0.50 por mes? ❑ Si ❑ No ❑ No estoy seguro/a 4) 6Quisiera que el transportador de basura ofreciera un programa para reciclar y compostar sus desperdicios de comida, si aumentara su tarifa de basura $1.00 por mes? ❑ Si ❑ No ❑ No estoy seguro/a 5) 6Sabfa usted que el transportador de basura colecta articulos voluminosos como sillones y refrigeradores de la acera sin costo adicional hasta dos veces por ano, si les llama? ❑ Si ❑ No 6) 6Quisiera aumentar la cantidad de recogidas gratis de articulos voluminosos como sillones y refrigeradores, de dos veces al ano actualmente hasta cuatro veces al ano? ❑ Si ❑ No ❑ No estoy seguro/a 7) Si la ciudad ofreciera abono (compost) gratis una vez al ano para recogerse en una ubicaci6n en la Ciudad, Lrecogeria usted abono gratis? ❑ Si ❑ No ❑ No estoy seguro/a 8) Si la ciudad ofreciera servicio gratuito de destrucci6n/trituraci6n de documentos una vez al ano en una ubicaci6n en la ciudad, LIlevaria documentos para ser triturados y reciclados? ❑ Si ❑ No ❑ No estoy seguro/a 9) LQuisiera un programa de reconocimientos/premios para recicladores excelentes en la ciudad? ❑ Si ❑ No ❑ No estoy seguro/a 10) IQuisiera que el transportador de basura de la ciudad ayude a limpiar la ciudad al recoger objetos abandonados y articulos tirados ilegalmente en las calles, callejones, parques y otros espacios publicos? ❑ Si ❑ No ❑ No estoy seguro/a 11) 6Pagaria hasta $2.00 por mes por servicios de basura y reciclaje si los nuevos programas de reciclaje disminuyeran la cantidad de desperdicios que se envian a los basureros? ❑ Si ❑ No ❑ No estoy seguro/a 12) Por favor describa cualquier servicio de basura y reciclaje nuevo que le interesaria, o de otros comentarios acerca de sus servicios de basura y reciclaje actuales: Gracias por completar esta encuesta. 65A-8 CIUDAD DE SANTA ANA Encuesta de basura para clientes multifamiliares La Ciudad de Santa Ana esti evaluando mejorias para sus servicios de basura y reciclaje, y solicita su opinion. Para completar de forma electr6nica, favor de it a hftps://www.surveymonkey.com/r/SantaAnaBasuraSurvey Por favor conteste las preguntas siguientes: 1) 6Su residencia multifamiliar esti ubicada en Santa Ana? [IS[ ❑ No (Si no, por favor no manse esta encuesta) 2) LCuM to describe mejor? ❑ Inquilino/a ❑ Gerente de propiedad ❑ Propietario/a 3) LEn que tipo de propiedad vive? ❑ Vivienda unifamiliar/duplex con servicio de basura en la acera ❑ Vivienda multifamiliar (departamento/condominio) con contenedores de basura compartidos ❑ Otro: IMPORTANTE: Las preguntas siguientes son para inquilinos, gerentes o propietarios de hogares multifamiliares. Si usted vive en una vivienda unifamiliar, favor de usar el formulario de encuesta para vivienda unifamiliar. 4) Si la ciudad ofreciera abono (compost) gratis una vez al ario para recogerse en una ubicaci6n en la Ciudad, 6recogeria usted abono gratis? ❑ Si ❑ No ❑ No estoy seguro/a 5) Si la ciudad ofreciera servicio gratuito de destrucci6n/trituraci6n de documentos una vez al ano en una ubicaci6n en la ciudad, 6Ilevaria documentos para ser triturados y reciclados? [IS[ ❑ No ❑ No estoy seguro/a 6) Si el transportador de basura colectara articulos voluminosos como sillones y refrigeradores sin costo adicional, siempre y cuando usted Ilamara al transportador de basura con anticipaci6n, 6usaria usted este servicio? ❑ Si ❑ No ❑ No estoy seguro/a 7) 6Tiene su complejo de departamentos/condominios contenedores de reciclaje en las instalaciones? ❑ Si ❑ No ❑ No estoy seguro/a 8) 6Quisiera un programa de reconocimientos/premios para recicladores excelentes en la Ciudad? ❑ Si ❑ No ❑ No estoy seguro/a 9) ZQuisiera que el transportador de basura de la ciudad ayude a limpiar la ciudad al recoger objetos abandonados y articulos tirados ilegalmente en las calles, callejones, parques y otros espacios publicos? ❑ Si ❑ No ❑ No estoy seguro/a 10) 6Pagaria hasta 10% mos por mes por servicios de basura y reciclaje si los nuevos programas de reciclaje disminuyeran la cantidad de desperdicios que se envian a los basureros? ❑ Si ❑ No ❑ No estoy seguro/a 11) Por favor describa cualquier servicio de basura y reciclaje nuevo que le interesaria, o de otros comentarios acerca de sus servicios de basura y reciclaje actuales: Gracias por completar esta encuesta. 65A-9 CIUDAD DE SANTA ANA Encuesta de basura para clientes comerciales La Ciudad de Santa Ana esta evaluando mejorias para sus servicios de basura y reciclaje, y solicita su opinion. Para completar de forma electr6nica, favor de it a https://www.surveymonkey.com/r/SantaAnaBasuraSurvey Por favor conteste las preguntas siguientes: 1) 6Es usted un dueno de negocio, gerente o empleado responsable por basura y reciclaje en su negocio en la Ciudad de Santa Ana? ❑ Si ❑ No (Si no, por favor no mande esta encuesta) 2) 6CuM de estas opciones describe mejor su lugar de trabajo? ❑ Menudeo ❑ Oficina ❑ Restaurante / Servicio de comida ❑ Salud 0 Hospedaje ❑ Otra (especifique): ❑ Industrial 3) 6Quisiera que la ciudad ofreciera un programa de Certificaci6n de Negocio Verde que de a companias que califican reconocimiento y un certificado para desplegar ante los clientes? ❑ Si ❑ No ❑ No estoy seguro/a 4) 6Tiene su negocio contenedores de reciclaje en las instalaciones? ❑ Si ■4• ❑ No estoy seguro/a 5) S610 generadores de comida: Si su negocio se deshace de alimentos comestibles, 6estaria interesado su negocio en oportunidades para donar alimentos comestibles a bancos de comida u organizaciones de rescate de alimentos? ❑ Si ❑ No ❑ No aplica 6) gQuisiera un programa de reconocimientos/premios para recicladores excelentes en la ciudad? ❑ Si ❑ No ❑ No estoy seguro/a 7) 6Quisiera que el transportador de basura de la ciudad ayude a limpiar la ciudad al recoger objetos abandonados y articulos tirados ilegalmente en las calles, callejones, parques y otros espacios publicos? ❑ Si ❑ No estoy seguro/a 8) tPagaria hasta 10% mas por mes por servicios de basura y reciclaje si los nuevos programas de reciclaje disminuyeran la cantidad de desperdicios que se envian a los basureros? ❑ Si ❑ No ❑ No estoy seguro/a 9) Por favor describa cualquier servicio de basura y reciclaje nuevo que le interesaria, o de otros comentarios acerca de sus servicios de basura y reciclaje actuales: Gracias por completar esta encuesta. 65A-10 THANH PHO SANTA ANA Khao Sat Ric Thai cho Khich Hang Nha Rieng U Thanh phe Santa Ana dang dinh gig cac cii titin doi v&i dich vu rac thai vi rac tai the c6a thinh pho vg mong mu6n nhan du'oc y kien tir quy vi. De hoan thanh ban digin tir, vui long truy cap https://www.surveymonkey.com/r/SantaAnaTrashSurvey Vui long tra W cac cau hai du'ai day: 1) Quy vi c6 phai la car dan cua Santa Ana kh6ng? ❑ Co ❑ Kh6ng (Neu khong, vw long Knong nop Dan Knao sac nay) 2) Quy vi song trong kien nha nao? ❑ Nha cho gia dinh rieng le/nha cho hai gia dinh c6 thong dung rac & le duy&ng ElNha cho nhieu gia dinh (can ho thu@/can ho thuoc s& h(vu) co thong dL.rng rac chung ❑ Khac: QUAN TRONG: Nhirnq cau hoi du'(ri day danh cho nqu'&i cu' tru trong nha cho gia dinh rieng le. Neu quy A song trong mot can nha cho nhieu gia dinh, vui long sir dung mau Khao sat nha cho nhieu gia dinh 3) Quy vi co muon xe thu gom rac thu gom mot tach an to6n va giai quyet nhCvng rac thai nguy hiem c6a ho gia dinh nhu, sun, pin, vg nhirng chat tay rira tfr cira nha quy vi neu tang phi rac thai c6a quy vi len 0,50 USD moi thang kh6ng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chat lam 4) Quy vi c6 muon xe thu gom rac cung cap chtrang trinh tai the va u thivc an bo di cua quy vi thanh phan hiru ca neu tang phi rac thii c6a quy vi len 1 USD moi thang kh6ng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chac lam 5) Quy vi c6 biet rang xe thu gom rac se thu gom nhDng do cong kenh nhw ghe sofa va to lanh tfr via he ma kh6ng thu them phi len den hai Ian mot nam neu quy vi goi cho ho kh6ng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chac lam 6) Quy vi c6 muon tang so Ian thu gom mien phi do co -ng kenh, nhu, ghe sofa va to lanh, to mint hien tai hai Ian mot nam I& bon Ian mot nam kh6ng? ❑ C6 El Kh6ng ❑ Kh6ng chac lam 7) Neu thanh pho phat phan b6n hiru ca mien phi moi nam mot Ian tai mot dia diem trong Thanh Pho, quy vi co den lay mot it phan bon hiru ca mien phi kh6ng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chac lam 8) Neu thanh pho cung cap dich vu hug/nghien tai lieu mien phi mot nam mot Ian tai mot dia diem trong thanh ph -0, quy vi c6 mang tai lieu den de nghien va tai the no kh6ng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chac lam 9) Quy vi c6 muon c6 mot chirang trinh cling nhan/tu'&ng thug&ng cho nhirng nha tai the rac xuat sac trong thanh pho kh6ng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chac lam 10) Quy vi c6 muon xe thu gom rac c6a thanh pho giup don sach thanh ph 6^ bang tach thu gom cac mon do bi b6 rai vg rac bi do" bat hap phip tren dor&ng ph 40, loi di, cong vien, va nhirng kh6ng gian cong cong khac kh6ng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chac lam 11) Neu chuang trinh tai the rac m(Yi giam Krung rac thai chuyen ra bai ch6n lap rac, quy vi co san sang tra them len den 2 USD moi thang cho dich vu rac thai vg rac tai the kh6ng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chac lam 12) Vui 16ng m6 to bat ky dich vu rac thsi va rac tai the m&i nao quy vi se quan tam, hay dira ra nhirng binh Tuan khac ve dich vu rac thii va rac tai the hien c6 cua quy vi Cam on quy vi da hoan thanh ban khao sat nay. 65A-11 THANH PHO SANTA ANA Khio Sat Ric Thai cho Khich Hang Nha cho Nhieu Gia Dinh Thanh Pho Santa Ana dang dinh gia cac cii tien d6i vii dich vu rac thai va rac tai chc cua thanh ph 05 va mong muon nhan duac y kien tir quj vi. De hoan thanh ban digin tir vui Ibng truy cap https://www.surveymonkey.com/r/SantaAnaTrashSurvey Vui long tri 161 cac cau h6i du+(Yi day: 1) Khu nha cho nhieu gia dinh cua quy vi c6 nam trong Santa Ana khbng? ❑ C6 ❑ Kh6ng (Neu khbng, vui long khbng nop ban khao sat nay) 2) Dieu nao sau da"y m6 to dung nhat ve quy vi? ❑ Ngu&i Thu@ ❑ Ngu&i Quan Ly Toa Nha ❑ Chu S& Hiru Toa Nha 3) Quy vi song trong kieu nha nao? ❑ Nha cho gia dinh ridng le/nha cho hai gia dinh c6 ftng dung rac & le du&ng ❑ NM cho nhieu gia dinh (can ho thud/can ho thuoc s& hiru) c6 thong dung rac chung ❑ Khac: QUAN TRONG: Nhirng cau h6i du'6,i day gianh cho ngv&i thud, nguai quan Ijr hay cho s6, hivu toa nha gianh cho nhieu gia dinh. Neu quj vi song trong mot can nha cho gia dinh ridng le, vui Ibng sir dung mau khao sat gianh cho nha rieng le. 4) Neu thanh pho phat phan b6n hiru ca mien phi moi nam mot Ian tai mot dia diem trong Thanh Ph6, quy vi c6 den lay mot it phan b6n hiru ca midn phi khbng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chac lam 5) Neu thanh pho cung cap dich vu huy/nghien tai lieu mien phi mot nam mot Ian tai mot dia diem trong thanh pho, quq vi c6 mang tai lieu den de nghien va tai the n6 kh6ng? ❑ CO, ❑ Kh6ng ❑ Kh6ng chac lam 6) Neu xe thu gom rac thu gom nhupng do cong kenh nhu ghe sofa va to lanh ma khbng thu them phi mien la quy vi goi tru&c cho xe thu gom rac, quy vi c6 dung dich vu nay khbng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chac lam 7). Can ho thufttin ho thuoc s& hiru cua quy vi c6 thOng rac tai the khbng? ❑ Co ❑ Kh6ng ❑ Kh6ng chac lam 8) Quq vi c6 muon c6 mot chuang trinh c6ng nhan/tu&ng thu&ng cho nhirng nha tai the rac xuat sac trong thanh pho Kh6ng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chac lam 9) Quy vi c6 muon xe thu gom rac cua thanh pho giup don Bach thanh pho bang tach thu gom cac mon do bi b6 rai va rac bi do bat hap phap trdn du&ng pho, loi di, cling vien, va nhDng khbng gian cong cong khac Kh6ng? ❑ C6 ❑ Kh6ng ❑ Kh6ng chac lam 10) Neu chuang trinh tai the rac m&i giam luting rac thai chuyen ra bai ch6n lap rac, quy vi co san sang tri thdm Idn d6n 10% moi thing cho dich vu rac thai va rac tai the khbng? ❑ Co ❑ Kh6ng ❑ Kh6ng chac lam 11) Vui l6ng m6 to bat kq dich vu rac thai va rac tai the m&i nao quy vi se quan tam, hay dua ra nhirng Binh luan khac ve dich vu rac thai va rac tai the hidn c6 c6a quy vi: Cam on quy vi da hoan thanh ban khao sat nay. 65A-12 THANH PHO SANTA ANA Khio Sat Ric Thai cho Khich Hang Thuong Nghigp Thanh pho Santa Ana dang danh gia cac cal titin dol v&i dich vu rac thii va rac tai ch@ c6a thinh pho vi mong muo^n nhan duvac y kien tiv quq vi. De hoan thanh ban dign UP, vui long truy cap https://www.surveymonkey.com/r/SantaAnaTrashSurvey Vui Idng tra lai cac ciu hei du'ai day: 1) Quy vi la chu doanh nghiep, ngu'ai quan ly, hay la ngurai lao do"ng chju trach nhiem cho rac thai va rac tai the tai doanh nghiep cua quq vi tai Thanh pho Santa Ana? D Hang D Sai (Neu sai, vui long kh6ng nop ban khao sat nay) 2) Dieu nao sau day m6 to ding nhat ve nai lam viec c6a quy vi? D Ban Le D Van Ph6ng D Nha Hang/Pith Vu Thuc pham D Cham S6c Sint D Nai Cu, Tru D Khac (Vui long ghi r6): Khoe D Cling Nghigp 3) Quy vi ca muon thanh pho dura ra mot chu'ang trinh Chang nhan Doanh nghiep Xanh giup cac cling ty du' dieu kien duac town thanh pho cling nhan va cung cap mot chu�ng nhan cho cac cling ty de tru'ng ra cho khach hang kh6ng? D Co D Kh6ng D Kh6ng chac lam 4) Doanh nghiep c6a quq vi c6 thong rac tai the tai nai hoat do, ng kh6ng? D Co D Kh6ng D Kh6ng chac lam 5) Chi danh cho nha San xuat Thu'c pham: Neu doanh nghiep c6a quq vi bb di thvc pham c6n co the an duac thi doanh nghiep c6a quy vi c6 quan tam den nhrrng ca hoi tang thu'c pham con an du'ac cho cac ngan hang thin an hay cac to chin cOu tra thu'c pham kh6ng? D C6 D Kh6ng D Kh6ng the ap dung 6) Quj vi cu muon c6 mot chuang trinh cling nhan/tuang thuang cho nhCrng nha tai the rac xuat sac trong thanh pho kh6ng? D Co D Kh6ng D Kh6ng chac lam 7) Quy vj c6 muon xe thu gom rac cua thanh pho giup don sach thanh pho bang tach thu gom cac mon do bi bo rai va rac bi do" bat hap phap tren dur(yng pho, loi di, cling vien, va nhong kh6ng gian cling cpng Khac kh6ng? D C6 D Kh6ng D Kh6ng chac lam 8) Neu chuang trinh tai the rac mai giam luang rac thai chuyen ra bai ch6n lap rac, quy vi c6 san sang tra them len den 10% moi thang cho dich vu rac thai va rac tai the kh6ng? D C6 D Kh6ng D Kh6ng chac lam 9) Vui l6ng m6 to bat ky dich vu rac thai va rac tai the mai nao quq vi se quan tam, hay dua ra nhCrng binh luan khat ve dich vu rac thai va rac tai the hien c6 c6a quq vi: Cam on quy vi da hoan thanh ban khao sat nay. 65A-13 Exhibit 2 CITY OF SANTA ANA Green Policy The City of Santa Ana has a long history of implementing environmentally focused programs. In 2015 the City of Santa Ana (City) established a Climate Action Plan to develop and implement strategies to reduce greenhouse gas emissions from City operations and the community. Landfilling of solid waste, improper disposal of hazardous waste, and the manufacturing of products contribute to greenhouse gas emissions. The City has implemented many programs and policies to reduce the amount of waste landfilled and encourage source -reduction and recycling activities. This Green Policy documents activities and programs currently in place through the City's operations and facilities and the community, describes programs included in the current solid waste agreement, identifies programs required by state regulation, and identifies potential new programs for consideration. Draft, October 9, 2018 65A-14 CITY OF SANTA ANA Green Policy Table of Contents Pale I. California Regulations Relating to Diversion of Materials From Landfilling Il. Solid Waste Best Practices Hierarchy III. Current City of Santa Ana Programs, Practices and Policies IV. Environmental Programs Required by State Regulations V. Additional Environmental Programs for Consideration 6 Draft, October 9, 2018 65A-15 CITY OF SANTA ANA Green Policy I. CALIFORNIA REGULATIONS RELATING TO DIVERSION OF MATERIALS FROM LANDFILLING AB 1826,AB 1594 AB 341 AB 939 Mandatory commenrial commercial 50% recycling State jurisdiction goal of 75% diversion diversion by requirement 2020 by 2000 AB 1826,AB 1594 SB 1383 50% reduction in organics disposal by 2020 and 75% by 2025, and 20% recovery of edible food by 2025 Over the past 30 years California has passed many landmark environmental regulations. Summarized below are regulations that specifically address reducing the amount of material being disposed at landfills. California adopted its first statewide, general recycling program in 1989, The California Integrated Waste Management Act (AB 939), which required jurisdictions to achieve 25 percent diversion of all solid waste from landfills by January 1, 1995, and 50 percent diversion by January 1, 2000. In preparation for the 2000 deadline, jurisdictions dramatically increased the number of diversion programs. Diversion programs include local effort for source reduction, reuse, recycling, and composting. In 2011, Assembly Bill 341 (AB 341) was signed into law requiring jurisdictions to implement commercial recycling programs, and requiring businesses that generate four or more cubic yards of solid waste, and multi -family complexes of 5 or more units to have a recycling program. Generators may comply by enrolling in a program offered by a jurisdiction, self -recycling, or onsite reuse. This bill also requires CalRecycle to establish a new statewide goal of 75 percent recycling, including source reduction, recycling, and composting, by 2020. This recycling paradigm differs from AB 939 in several significant ways. First, AB 341 establishes a statewide policy goal, rather than a jurisdictional mandate. This places the onus for achieving the goal on the state, rather than on the cities and counties that directly regulate waste disposal and recycling. Under the law, jurisdictions are not required to meet the new policy's numerical diversion goals, but jurisdictions are responsible for implementing required programs. In September 2014, Governor Brown signed Assembly Bill 1594, mandating that as of January 1, 2020, the use of green material as alternative daily cover (ADC) will no longer constitute diversion through Draft, October 9, 2018 65A-16 Landfill Mandatory alternative commenrial daily cover organics no longer recycling; goal considered of 5. diversion in reduction in 2020 organics disposal by 2020 ... —'ra. _. . SB 1383 50% reduction in organics disposal by 2020 and 75% by 2025, and 20% recovery of edible food by 2025 Over the past 30 years California has passed many landmark environmental regulations. Summarized below are regulations that specifically address reducing the amount of material being disposed at landfills. California adopted its first statewide, general recycling program in 1989, The California Integrated Waste Management Act (AB 939), which required jurisdictions to achieve 25 percent diversion of all solid waste from landfills by January 1, 1995, and 50 percent diversion by January 1, 2000. In preparation for the 2000 deadline, jurisdictions dramatically increased the number of diversion programs. Diversion programs include local effort for source reduction, reuse, recycling, and composting. In 2011, Assembly Bill 341 (AB 341) was signed into law requiring jurisdictions to implement commercial recycling programs, and requiring businesses that generate four or more cubic yards of solid waste, and multi -family complexes of 5 or more units to have a recycling program. Generators may comply by enrolling in a program offered by a jurisdiction, self -recycling, or onsite reuse. This bill also requires CalRecycle to establish a new statewide goal of 75 percent recycling, including source reduction, recycling, and composting, by 2020. This recycling paradigm differs from AB 939 in several significant ways. First, AB 341 establishes a statewide policy goal, rather than a jurisdictional mandate. This places the onus for achieving the goal on the state, rather than on the cities and counties that directly regulate waste disposal and recycling. Under the law, jurisdictions are not required to meet the new policy's numerical diversion goals, but jurisdictions are responsible for implementing required programs. In September 2014, Governor Brown signed Assembly Bill 1594, mandating that as of January 1, 2020, the use of green material as alternative daily cover (ADC) will no longer constitute diversion through Draft, October 9, 2018 65A-16 CITY OF SANTA ANA Green Policy recycling and will instead be considered disposal in terms of measuring a jurisdiction's annual per capita disposal rate, thereby requiring that jurisdictions find alternative means of diversion such as composting, or anaerobic digestion of the material. In October 2014 Governor Brown signed Assembly Bill 1826, requiring local jurisdictions across the state to implement an organic waste recycling program to divert organic waste generated by businesses, including multi -family residential dwellings that consist of five or more units (please note, however, that multi -family dwellings are not required to have a food waste diversion program). This law also requires businesses to recycle their organic waste on and after April 1, 2016, depending on the amount of waste they generate per week. This law phases in the mandatory recycling of commercial organics over time, in particular, the minimum threshold of organic waste generation by businesses decreases over time, which means an increasingly greater proportion of the commercial sector will be required to comply. Senate Bill 1383 (SB 1383), was signed in September 2016, and establishes methane emissions reduction targets in a statewide effort to reduce emissions of short-lived climate pollutants in various sectors of California's economy. As it pertains to jurisdictions and the reduction of materials landfilled, SB 1383 establishes targets to achieve a 50 percent reduction in the level of the statewide disposal of organic waste from the 2014 level by 2020 and a 75 percent reduction by 2025. In order to meet these goals, all organics generators, including residents, will need to divert organics from landfilling either through a program offered by a jurisdiction through a franchise agreement, or by self -hauling. The law grants CalRecycle the regulatory authority required to achieve the organic waste disposal reduction targets and establishes an additional target that not less than 20 percent of currently disposed edible food is recovered for human consumption by 2025. SOLID WASTE BEST PRACTICES HIERARCHY The solid waste best practices hierarchy is a tool used in the evaluation of policies, programs, and practices that reduce the amount of waste disposed at landfills. By utilizing the hierarchy, users are able to maximize the benefit from materials, minimize the amount of waste, prevent greenhouse gas emissions, save energy, and conserve resources. The hierarchy indicates an order of preference for action to reduce and manage waste. The four -tier solid waste management hierarchy illustrated below ranks the most preferable ways to address solid waste. Source reduction or waste prevention is the best approach (tier one), followed by reuse of materials (tier 2), recycling, including composting, (tier 3), and disposal/landfilling (tier 4). Draft, October 9, 2018 Reuse Recycling 65A-17 CITY OF SANTA ANA Green Policy Definitions: Source Reduction— Reducing the need to manufacture new products by purchasing durable, long-lasting goods, examples are reusable grocery bags, coffee mugs, double -sided copying. Reuse - Using an object or material again, either for its original purpose or for a similar purpose, without significantly altering the physical form of the object or material, examples are repurposing empty glass jars for storing food in the panty, donating gently used clothing to charitable organizations, repairing appliances and furniture rather than buying new. Recycling - Using waste as material to manufacture a new product. Recycling involves altering the physical form of an object or material and making a new object from the altered material. Disposal - The disposition of solid waste at a landfill. Materials disposed should only be the residue left after all recyclable material (including organics) has been removed and processed, and does not include hazardous waste and other materials banned from landfilling. III. CURRENT CITY OF SANTA ANA PROGRAMS, PRACTICES AND POLICIES The programs, practices, and policies are categorized in accordance with CalRecycle in the areas of source -reduction, reuse, and recycling. City Operations and Facilities Source Reduction: • Environmentally Preferable Purchasing Policy—The City's purchasing policy includes requirements to purchase recycled -content products wherever feasible. • City crews grasscycle at City parks and facilities by leaving clippings on the lawn when mowing. Grass clippings decompose quickly, returning valuable nutrients back to the soil, and reducing irrigation needs. • City's tree crew, tree maintenance contractor and landscaping contractor mulch wood and green waste from City trees and reuse the material in landscaped areas around the City. Reuse: • The City uses rubberized asphalt and slurry made from recycled tires on streets to increase the lifecycle of the roads, reduce noise, and enhance performance. • The City crushes asphalt and concrete during construction projects to be reused onsite. Recycling: • Recycling opportunities are available throughout City facilities including small recycling containers for offices and large bins for centralized recycling. Items recycled include paper, plastic, glass, and metal beverage containers. • Motor oil and tires from the City fleet are recycled. • Battery recycling is available at City facilities for City operations. Draft, October 9, 2018 65A-18 CITY OF SANTA ANA Green Policy • The City uses an electronic's recycler for surplus computers and other electronics, and recycles used printer and copier toner cartridges. • Metal from street signs, pipes, and shopping carts are recycled by City operations. • The City ensures that all construction and demolition projects divert 65% of material generated as required by the CalGreen Building Code. Community Source Reduction: • The City offers backyard composting classes for City residents including a composting bin at a discounted price. Recycling: • Reverse vending machines and recycling centers are located throughout the City which allow the community to receive the California redemption value (CRV) for recycling bottles and cans. • The City partners with OC Recycles to sponsor County Regional Eco Challenge Events. Reuse: • There are non-profit and for-profit organizations located within the City which offer material reuse opportunities for the community. Reuse organizations include the Assistance League of Santa Ana, Baker's Thrift Store, Thrift Experience, Habitat for Humanity, the Salvation Army, Goodwill, and others. • The City provides information to restaurants and other food generating businesses on Waste Not OC. Waste Not OC works collaboratively with hospitals, food banks, municipalities, the food industry, and the waste hauling industry to reduce hunger and food waste by recovering edible food and distributing to food pantries serving food insecure community members. Solid Waste Franchise Agreement • Residents are provided a recycling cart and a yard waste cart as part of their weekly solid waste collection services. • Businesses and multi -family complexes are provided recycling bins for a charge that is 20% to 40% less than trash bins. • Recycle Right Program — Four residents are rewarded each quarter for maximizing the use of the recycling carts and ensuring that only recyclable materials are placed in the cart. • Holiday greenery is collected from residential properties and diverted from landfilling. • Restaurants and other organics generators may contract directly with Waste Management for an organics recycling program. • Sharps Safe Disposal Program — Waste Management provides mail -back containers upon request to residents for the safe disposal of injectable devices and lancets. • Door -to -Door Household Hazardous Waste Collection — Offered to residents upon request for an additional fee.Door-to-Door Universal Waste Collection —Collection of universal waste offered to residents at no additional charge. Universal waste includes fluorescent tubes, light bulbs, Draft, October 9, 2018 4 65A-19 CITY OF SANTA ANA Green Policy batteries, mercury containing devices, televisions and other electronic equipment, and other universal waste as defined by CalRecycle. • Residents are able to safely dispose of household hazardous waste, and one set of residential tires at Household Hazardous Waste events held in the City. • All construction and demolition materials generated by City operations are collected and diverted in compliance with CalGreen. Public Education and Outreach • The City provides source -reduction, reuse, and recycling information on the City's website as part of the Santa Ana Green program. • The Santa Ana Green newsletter is published and mailed to all single-family and multi -family residents quarterly. • The Santa Ana Police Athletic and Activity League sponsors the "Recycle Our Way to Disneyland" fundraiser which raises money, in part by recyclables collected at the Police Facility, to send children to Disneyland during the Christmas Holiday. • The City partners with the Discovery Science Center to present "Santa Ana Waste Free Days" which allow Santa Ana residents free admission to the Discovery Science Center with access to the award winning Eco Challenge Exhibit. Ordinances and Resolutions The following are ordinances and resolutions which have been approved by the City Council: • Ordinance requiring residents receiving curbside solid waste service to place refuse, recyclables and green waste in designated carts. • Ordinance requiring construction and demolition debris to be transported to a materials recovery facility, and end-user for diversion. • Water efficient landscape ordinance encouraging proper irrigation installation, the use of xeriscaping and the planting of drought tolerant trees and shrubs. • Fats, Oils and Grease ordinance prohibiting disposal of waste cooking oil into drains. • Resolution adopting a policy for procuring recycled content products. • Resolution designating the City of Santa Ana as a Recycling Market Development Zone with the cities of Huntington Beach, Garden Grove, Mission Viejo, Orange, Placentia, and Stanton. IV. ENVIRONMENTAL PROGRAMS REQUIRED BY STATE REGULATIONS • Residential food waste program —SB 1383 requires jurisdictions to offer an organics recycling program, including food waste, to all generators by January 1, 2022. • Organics waste collection and recycling from commercial generators that currently meet the thresholds of AB 1826, and in January 1, 2022 from all generators of organics. • Food donation/rescue— Hauler to provide information and/or coordinate with food rescue organizations. Draft, October 9, 2018 65A-20 CITY OF SANTA ANA Green Policy V. ADDITIONAL ENVIRONMENTAL PROGRAMS FOR CONSIDERATION • Household hazardous waste— Haulerto provide an annual drop-off event at no additional charge. This will replace the Door -to -Door Household Hazardous Waste Collection which has not been utilized by residents due to the high cost of the program. • Medication disposal program —Selected hauler will be required to promote local medication take -back programs. • Document shredding events— Provide one time per year. • Compost give-away events— Provide one time per year. • Multi -family bulky item collection at no additional cost. • Enhanced cleanup of abandoned items in parkways and alleys. • Recycling Block Party — Recognize a residential neighborhood that consistently puts out their recycling containers (set out) and has minimal contamination of recyclable materials by hosting a block party. • Environmental Ambassador Program — Recognize businesses and restaurants that have implemented source -reduction, reuse, recycling, and other environmental programs at City Council meetings and coordinate presentations with Chamber of Commerce and/or other community meetings. • Processing of mixed commercial/multi-family waste for customers that do not participate in the source -separated recycling program where recyclables will be removed from mixed waste (trash and recyclables) at a materials recovery facility. • Produce an Environmental Directory for residents and businesses which lists'all opportunities for reuse, source -reduction, and recycling. • Support extended producer responsibility legislation for toxic and difficult to recycle items. • Support state and national legislation that requires manufacturers to reduce packaging and to incorporate recycled content materials in all packaging. Draft, October 9, 2018 65A-21 Exhibit 3 Solid Waste Contracting Process Schedule Prepare Draft RFP and Draft Agreement for Review by City November 2018 — February Staff, City Attorney and Proposers 2019 Present RFP Package to Council forApproval and Issue RFP March 2019 Proposals Due June 2019 Evaluate Proposals July 2019—September20 9 F�vT® City Council Selects Contractors for Negotiation October 2019 tf Negotiate and Prepare FinalAgreement November 2019 Award by City Council December 2019 Commence New Services July 2020 65A-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: PRELIMINARY 2017-18 YEAR END UPDATE (STRATEGIC PLAN NO. 4, 1) EMO RECOMMENDED ACTION Preliminary 2017-18 Year End Update and Audit Process. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER As part of the adoption of the fiscal year 2017-18 City Budget, staff projected a $9.3 million structural deficit that was addressed via the use of one-time funds. During fiscal year 2017-18, a number of City Council approved adjustments were made. These adjustments include, increases to labor and related costs, addition of staffing for the jail, development activities, and funding to address homelessness. These adjustments were partially offset through a combination of cost reductions and revenue enhancements such as maintaining vacancies, new unanticipated Adult - Use Cannabis related revenue and moderate growth in certain revenues. At the May 1, 2018 City Council Meeting as part of the Trial Budget Presentation, staff projected an estimated a structural deficit between $6.1 million to $8.1 million for year-end 2017-18. Most recent projected year-end estimates indicate a structural deficit of $7.2 million. The final structural deficit amount will be confirmed following the completion of the audit review, also known as the Comprehensive Annual Finance Report (CAFR). During the October 8, 2018 Economic Development, Infrastructure, Budget and Technology (EDIBT) Committee, staff presented the preliminary year-end General Fund update for fiscal year 2017-18. The presentation covered an overview of revenues and expenditures, year-end results and outline of the audit process. The following is a summary that highlights the preliminary 2017-18 year-end update: Pending completion of the CAFR, the preliminary general fund actual revenues for fiscal year 2017-18 totaled $230.5 million while expenditure actuals totaled approximately $237.7 million. City departments managed expenditure categories such as personnel, contractual and commodities to minimize the projected structural deficit. At the end of the fiscal year, there was a total of 180 vacancies citywide of which 123 vacancies are attributed to the General Fund. 6513-1 Preliminary 2017-18 Year -End Update October 16, 2018 Page 2 The City's "Top Six" general fund revenues represent nearly 70% of the City's total General Fund Revenues. Sales Tax revenues came under budget by approximately $4 million when compared to the initial projections. A component of Sales Tax underperformance is attributable to recent changes at the California Department of Tax and Fee Administration (formerly the BOE) where the implementation of their new automated system in May 2018 has caused returns for 2018Q2 [April – June] to remain unprocessed. MuniServices, the City's Sales Tax consultant, estimates the impact at $1 million in Sales Tax which will be received and recorded in fiscal year 2018-19. Furthermore, the Department Stores segment continues to decline as consumers shift purchases from brick and mortar stores to utilizing an online platform. However, a recent Supreme Court decision (South Dakota vs. Wayfair, Inc.) provides states with the authority to require online retailers to collect sales taxes even without a local presence in that state. Implementation at the state level is pending and the City may likely receive revenue during fiscal year 2018-19. Property Tax revenue remains strong and exceeded budget projections by $1.1 million or over 3%. Business Tax revenue continues to show moderate growth by exceeding budget by almost $900,000 or 7.5%. Hotel Visitors' Tax came in under budget by $654,000 due to delays in the anticipated startup of two hotels, one of which began operations in August 2018. Additionally, Utility Users Tax (UUT) continues to decline as a result of the cap and trade program and state legislation. Other key revenues highlights — Jail Revenue was $2 million under budget which was a result of a slower than anticipated ramp up of the US Marshals contract that was approved in August 2017. It is anticipated that jail revenue may achieve projected revenues of $16 million in fiscal year 2018- 19. Building permits and plan check revenues were nearly $1 million under budget. Other permits such as heating and electrical came nearly $300,000 under budget. As citywide development activity increase, these revenues are projected to improve next fiscal year. Cannabis related revenue such as the Adult Use retail has been a positive new revenue source. However, Adult Use Cannabis has impacted Medical Marijuana retail revenue which fell short by $1.3 million. For fiscal year 2018-19, staff has lowered Medical Marijuana projections as Adult -Use Retail sales grow. With additional growth of the cannabis industry, it is projected that cannabis related revenues such as cultivation, manufacturing, distribution, and testing will improve this area of general fund revenue. Pending final audit approval, the projected structural deficit for fiscal year 2017-18 is estimated to be approximately $7.2 million. While the structural deficit is within the original projections, its impact will continue to extend into next fiscal year by reducing available fund balance for fiscal year 2018-19. As outlined in Exhibit 1, final audit work has begun and will continue during the months of October and November 2018. A final audit opinion of all of the City's finances will be issued on or about December 7, 2018 including final balances for all funds. 65B-2 Preliminary 2017-18 Year -End Update October 16, 2018 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 - City Financial Stability, Objective #1, (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is ng fiscal impact associated with this action. Acting Executive Director Finance and Management Services Agency Exhibit: 1. 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D v (n �U LL O U L � N a -J U v C7 00 C � O cn N Z 4-J f6 00 ' 01 _0 � DLU QJ f�01 $ � v � ' m fu 65B-14 00 O N wj f� ate., L. cr N L— iz iz m 0 LUI 00 O N N 0 a-+ v A 0 co N N d Au r1 u O U u 00 N N Z 65B-15 0 W V) fo �U O N Ln il 4-J co r:.eLn O N d N U 65B-16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: PUBLIC HEARING: HOLD THIRD PUBLIC HEARING REGARDING THE PROPOSED WARD RE -BOUNDARIES (STRATEGIC PLAN NO. 5, 1) Cl AGER RECOMMENDED ACTIONS CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Open and Close the third Public Hearing that will seek resident input on the content of the draft Ward map(s) and sequence of elections, select a preferred Ward map, and allow residents to submit their ideas for potential "communities of interest" to consider in the new boundaries. 2. Set a deadline for the public to submit proposed maps and/or communities of interest to October 22, 2018 at 12midnight. Map(s) for City Council consideration, including those received from the public, will be published on the City's website no later than October 23, 2018. 3. City Council must select their preferred map(s) from those presented by the consultants, i.e. Maps A -D, for consideration at the fourth public hearing. 4. Adjourn the public hearing to October 30, 2018 at 6:00 p.m. to convene the fourth public hearing and introduce the ordinance setting new Ward boundaries. Approval of ordinance requires five (5) affirmative votes. DISCUSSION At its September 18, 2018 meeting, the City Council held the second public hearing regarding Ward boundaries. The culmination of these two Hearings resulted in the discussion of the four (4) draft maps (Maps A -D) that were prepared by the consultant in addition to ten (10) entries received from the community as to their communities of interest, Exhibit 5. At the conclusion of the third Public Hearing, the City Council will select their preferred Ward Map(s) that will be included along with any other received from the public at the October 30, 2018 City Council meeting in which the ordinance will be introduced setting new Ward boundaries. 75A-1 Third Public Hearing regarding Ward Re -Boundary October 16, 2018 Page 2 The final meeting scheduled on November 20, 2018 will allow the City Council to have the second reading and adoption of the ordinance setting the new Ward boundaries. For reference purposes see Exhibit 1 for current Ward Boundaries and Exhibit 2 for the four maps being considered. The ordinance adopting new Ward boundaries will require five affirmative votes. A timeline of events is attached as Exhibit 3. Re -boundary Standards When deciding upon a proposed map, the City Council must keep in mind certain standards in order to comply with the law. The following are mandatory for any proposed map (see Exhibit 4): • The Wards must be as nearly equal in population as may be (Elections Code § 21601). Exact equality of population is not required for the Wards, but they should strive to create Wards that have a total population deviation of no more than 10% between their most heavily populated Ward and the least populated Wards. Gaffney v. Cummings, 412 U.S. 772 (1973). • Current Councilmembers shall not lose their current seat or allow a term limit reset for members that have served three consecutive terms of four -years each. The City Council may also rely upon the following "traditional" re -boundary factors when deciding upon a map pursuant to Election Code §21601: • Cohesiveness, continuity, integrity, and compactness of territory • Community of interest • Topography and geography Finally, the following are additional criteria which are also acceptable to consider: • Traditional boundaries • Preservation of core of prior Wards • Race may be a factor considered in establishing the districts, but it may not be the predominant motivating factor in creating the districts. Miller v. Johnson, 515 U. S. 900, 916 (1995). Race is a predominant factor if the legislature "subordinate[s]" other factors— compactness, respect for political subdivisions, partisan advantage, what have you—to "racial considerations." Id. The City held four Community Meetings throughout the City and received input including the need for additional demographic data. The consultant has provided data requested and has been posted to the City's website for reference. Staff has made the following efforts to encourages the community to be engaged in the process - notices sent via Nixle Alert, Facebook posting, emailed notice to all neighborhood associations, school district, board and commission members, and religious institutions; also published legal notices in various newspapers and translated into Spanish, Vietnamese, Chinese and Korean. 75A-2 Third Public Hearing regarding Ward Re -Boundary October 16, 2018 Page 3 The information has also been posted on the City's website located at http://www.ci.santa- ana.ca. us/coc/ward-re-boundary. asp Anyone may submit a comment or provide "community of interest" for consideration in the development of new Ward boundaries. A web -based platform is available to submit a "Community of Interest" and located at: https:Hsanta- ana.maps.arcgis. com/apps/CrowdsourceReporter/index.html?appid=76c69f1 d041842cd9c9eecd 7de9f05df All maps, suggestions and comments will be carefully reviewed and considered. Please submit on or before October 22, 2018 at 12midnight at ecomments(a)-santa-ana.org. This proposed re -boundary process is categorically exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15320 — Class 20 (Changes in Organization of Local Agencies) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, since it involves a proposed reorganization of the City Council Wards and does not change the geographical area in which previously existing powers are exercised. STRATEGIC PLAN Approval of this item allows us to meet Goal #5. Community Health, Livability, Engagement & Sustainability, Priority #1, Establish a comprehensive community engagement initiative exhibit 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. Maria D. Huizar Clerk of the Council Exhibits: 1. Current Ward Boundary Map 2. Proposed Draft Maps A -D 3. Timeline: Ward Re -Boundary Process 4. Elections Code Provisions 5. List of "Communities of Interest" received from the public (10) 75A-3 75A-4 EXHIBIT 1: CURRENT WARD BOUNDARIES City of Santa Ana Council Wards M Adopted January 17, 2012 0.0 0.5 1.0 1.5 Mlla 75A-5 EXHIBIT 2: PROPOSED WARD MAPS PLANS A -D City of Santa Ana Plan A LI PIAN A A B C D E P Population 54,539 54,399 53,751 53,680 54,038 54,176 Deviation 441 301 (347) (418) (60) 78 19t 196 -1% -1% 0116 0% 18+ Citizens (CVAP) 27,031 20,808 27,179 25,585 17,295 22,526 501 38% 5196 48% 32% 1 4246 Latino CVAP 11,893 15,300 13,168 14,900 14,170 14,636 406 74% 48% 58% 82% 65 White CVAP 2,915 2,345 10,335 5,373 1,877 4,622 11 >< 1]% 38% 21% 109, 21% African American CVAP 263 444 394 748 93 616 19t 2% 1% 3% 196 396 Asian CVAP 11,d94 2,525 2,776 4,267995 2,317 10% 17% 6% 10% 75A-6 CITY OF SANATA ANA - PLAN A Population I US CENSUS rlrmnt pnnmlaNnn I American Communitv Sumev ^' Population % ACS White Deviation A 54,539 0.8% 441 8 54,399 0.6% 301 C 53,751 -0.6% (347) D 53,680 -0.8% (418) E 54,038 -0.1% (60) F 54,176 0.1% 78 rlrmnt pnnmlaNnn I American Communitv Sumev ^' ACS Population ACS White ACS Black ACS US Whlte ACS American Indian ACS Asian ACS Latino A 56,010 103% 20,097 36% 452 1% 181 0% 17,129 31% 34,503 62% B 57,618 106% 22,097 38% 626 1% 334 1% 3,719 6% 50,374 87% C 54,613 102% 30,882 57% 812 1% 433 1% 4,071 7% 37,442 69% D 54,733 102% 31,560 58% 842 2% 359 1% 6,286 11% 41,021 75% E 53,783 100% 30,993 58% 150 1 0% 189 0% 1,404 3% 49,738 92% F 56,177 104% 30,075 54% 974 1 2% 249 0% 3,439 1 6% 1 46,034 82% Estimate Total US Citlzens (All Ages) I American Community Survey -Pementa{a basad on total A6 Populallon Estimate Citizen Voting Age Population (Age 18+ US Citizens) I American Community Survey ACS US Citizen ACS US_latino ACS US -Not Latino I ACS US Whlte ACS US_Blk ACS US -White SB+ ACS US_Aslan A 40,447 72% 21,795 1 54% 1 18,661 46% 1 3,248 8% 1 318 1% 1 14,382 36% B 36,412 63% 30,209 83% 61203 17% 2,605 7% 459 1 1% 2,909 8% C 41,535 76% 25,348 61% 16,409 40% 11,447 1 28% 635 2% 3,527 8% D 40,086 73% 27,393 68% 12,691 32% 6,000 15% 789 2% 5,496 14% E 33,167 62% 29,460 89% 3,710 11% 2,130 1 6% 103 0% 1,170 4% F 37,805 67% 28,741 76% 9,056 24% 5,078 13% 783 2% 2,755 7% -Pementa{a basad on total A6 Populallon Estimate Citizen Voting Age Population (Age 18+ US Citizens) I American Community Survey -Pemanta{a basad on total ACS PoyuGyon 75A-7 ACS US_18+ ACS US -H28+ ACS US_NH28+ ACS US -White SB+ ACS US Blk36+ ACS US_Asian38+ A 1 27,026 67% 1 11,883 44% 15,141 56% 2,915 11% 263 1% 11,494 43% B20,813 38% 15,300 74% 5,506 26% 2,345 11% 444 2% 2,525 12% C 27,174 51% 13,168 48% 14,030 52% 10,335 38% 396 1% 2,776 10% D 25,585 48% 14,905 58% 10,682 42% 5,378 21% 754 3% 4,272 17% E 17,295 32% 14,155 82% 3,116 18% 1,808 10% 93 3% 995 6% F 22,526 42% 14,641 65% 7,872 35%jjj 4,616 20% 609 3% 2,332 30% -Pemanta{a basad on total ACS PoyuGyon 75A-7 City of Santa Ana Plan 8 0 PIAN B A 8 C D E F Population 53,864 54,497 54,367 53,794 54,269 53,792 Deviation (234) 399 269 (304) 171 (306) 0% 1% 0% 18. Citizens (CVAP) 27,760 26,316 26,164 22,589 22,235 15,360 52% 48% 4891, 42% 419, 2996 Latino CVAP 11,212 15,234 17,814 15,467 11,933 32.407 40% 58% 6856 68% 54% 81% White CVAP 3,216 5,529 5,061 4,200 7,637 1,748 1296 1196 1996 194 345% I196 African American CVAP 269 751 508 393 445 182 1% 3% 29b 2% 1% 196 Asian CVAP 12,482 4,486 2,407 2,163 1,938 898 45% 17% 9% I 10% 1 9% 69, 75A-8 CITY OF SANATA ANA - PLAN B Population I US CENSUS Currant aunulatlem 1 American Communitv Survev Population % ACS White Deviation A 53,864 -0.4% (234) B 54,497 0.7% 399 C 54,367 0.5% 269 D $3,794 -0.6% (304) E 54,269 0.3% 171 F 53,792 -0.6% (306) Currant aunulatlem 1 American Communitv Survev 5!tlmat. inial uc Citi7nns IAII Apesl I American Community Survev ACS Population ACS White ACS Black ACS US_WhIts ACS American Indian ACS Asian ACS Latino A 55,749 103% 18,499 33% 427 1% 188 0% 18,065 32% 32,840 59% B 1 54,248 100% 31,405 58% 882 2% 306 1% 6,856 13% 39,797 73% C 57,385 106% 26,952 47% 718 1% 321 1% 3,519 6% 46,679 81% D 56,093 104% 23,468 42% 618 1% 242 0% 3,440 6% 46,U57 E69% E 55,393 102% 33,720 61% 850 2% 453 3% 2,793 5% 42,F F59% F 54,068 101% 31,66059%361 3,311 10% 1% 235 0% 1,3753%50,3% 1,054 3% 6% 5!tlmat. inial uc Citi7nns IAII Apesl I American Community Survev RascantMe based on total A6 Population Estimate Citizen Vodna Me Poouladon (Age 18+US Citizens) I American Community Survey n ACS US_Wtino ACS US_Not Latino ACS US_WhIts ACS US-Blk ACS US_Asian A3% A 27,755 20,822 51% 20,117 49% 3,569 9% 319 1% 15,392 38% B4% B 26,321 27,002 67% 13,285 33% 6,118 15% 799 2% 5,874 15% C1% C W71%31,142 31,142 76% 9,614 24% 5,592 14% 657 2%2,882 2% 7%D7% 9% D 22,589 29,346 78% 8,350 22% 4,762 4,200 19% 393 2% 2,163 E69% E 22,235 25,934 68% 12,048 32%8,56023% 46% 7,637 707 2% 2,297 6% F59% F 15,365 28,505 90% 3,311 10% 1,907 6% 198 19 1,054 3% RascantMe based on total A6 Population Estimate Citizen Vodna Me Poouladon (Age 18+US Citizens) I American Community Survey •Pereentate based on total ACS Population 75A-9 ACS US -18+ ACS US -H18+ ACS US_NHI8+ Af5 US_White 18+ ACS US BIk18+ ACS US_As1an18+ A 27,755 68% 11,202 40% 16,555 60% 3,216 12% 269 1 1% 12,482 45% B 26,321 48% 15,239 58% 11,091 42% 5,534 21% 751 3% 4,486 17% C 26,164 48% 17,809 68% 8,336 32% 5,061 19% 505 2% 2,417 9% D 22,589 42% 15,472 68% 7,069 31% 4,200 19% 393 2% 2,163 30% E 22,235 41% 11,933 54% 10,335 46% 7,637 34% 447 2% 1,943 9% F 15,365 29% 12,402 81% 2,971 19% 1,754 11% 188 1% 898 6% •Pereentate based on total ACS Population 75A-9 City of Santa Ana Plan C e PLAN C A 8 C D E F Population 53,852 53,158 55,083 54,848 53,494 54,148 Deviation (246) (940) 985 750 (604) 50 096 -1% 2% 1% -196 096 18- Citizens (CVAP) 29,015 23,568 20,253 22,779 27,823 16,981 5496 1 4496 3796 4296 5296 31% Latino CVAP 11,277 1 15,473 14,647 16,220 13,426 33,029 3996 66% 7296 71% 489b 7790 White CVAP 4,012 4,101 2,507 4,161 30,533 2,077 14% 17% 12% 18% 3896 12% African American CVAP 283 712 487 330 423 313 196 3% 296 1% 296 296 Asian CVAP 12,846 3,057 2,450 1,706 2,905 1,410 44% 13% 1096 8% 75A-10 CITY OF SANATA ANA - PLAN C Population ) US CENSUS Estimated Total Current Pooulation I American Community Survey Populatlon % ACS White Deviation A 53,852 -0.5% (246) B 53,158 -1.7% (940) C 55,083 1.8% 985 D 54,948 1.4% 750 E 53,494 -1.1% (604) F 54,148 0.1% 50 Estimated Total Current Pooulation I American Community Survey Estimate Total US Citizens (All Aaes) I American Community Survey ACS Population ACS White ACS Black ACS US_White ACS American Indian ACS Asian ACS Latino A 56,563 105% 20,403 36% 323 1% 281 0% 18,661 33% 32,155 57% B 53,517 101% 29,649 1 55% 839 2% 251 0% 4,919 1 9% 1 42,751 80% C 57,352 104% 22,718 40% 783 1% 246 0% 3,629 6% 49,897 87% D 56,474 103% 30,263 54% 444 1% 255 0% 2,399 4% 48,248 85% E 54,655 102% 31,972 58% 847 2% 443 1% 4,219 8% 37,043 68% F 54,373 100% 30,699 56% 620 1% 271 0% 2,221 4% 49,018 90% Estimate Total US Citizens (All Aaes) I American Community Survey •penanbpe based on total ACS Vopulaeon Estlmate Citizen Votina Aae Pooulation (Aae 18+ US Citizensl I American Community Survey ACS US Citizen ACS US Latino ACS US Not Latino ACS US_White ACS US Blk ACS US_Aslan A 42,404 75% 20,834 49% 21,562 51% 4,401 10% 319 1% 15,990 38% B 37,756 71% 27,968 74% 9,790 26% 4,625 1 12% 752 2% 4,096 11% C 36,272 63% 29,927 83% 6,361 18% 2,837 8% 522jj� 2% 2,751 8% D 37,764 67% 30,261 80% 7,512 20% 4,706 12% 3761,997 1% 1,711 5% E 41,834 77% 25,034 60% 16,817 40% 11,662 28% 665 2% 3,651 9% F 33,407 61% 28,727 86% 4,683 14% 2,272 7% 460 2% 1,744 F 5% •penanbpe based on total ACS Vopulaeon Estlmate Citizen Votina Aae Pooulation (Aae 18+ US Citizensl I American Community Survey •partantme based on total ACS Population 75A-11 ACS US -j8+ ACS US -H1 4 ACS US NH38+ ACS US_White 18+ ACS US Blk18+ ACS US_Asianl8+ A 29,010 68% 11,267 39% 17,730 61% 4,017 14% 283 1% 12,851 44% B 23,573 44% 15,478 66% 8,097 34% 1 4,096 1 17% 718 3% 3,052 13% C 20,253 37% 14,647 72% 5,617 28% 2,507 12% 487 2% 2,450 12% 0 22,784 42% 16,210 71% 1 6,56029% 4,161 18% 331 1% 1,711 8% E 27,818 52% 13,426 48% 14,408 52% 10,533 38% 425 2% 2,900 10% F 16,986 31% 1 13,034 1 77% 1 3,950 23% 2,078 12% 320 2% 1,415 8% •partantme based on total ACS Population 75A-11 City of Santa Ana Plan D PLAN D C D E P Population ,395 52,744 56,104 54,425 55,402 Deviation J(�25-83)(1,703) (1,354) 2,006 327 1,304 % -3% 44 1% 2% 18. Citizens (CVAP) 2,302 14,018 28,648 25,658 23,321 49% 439t 27% 51% 47% 41% Latino CVAP 10,813 14,772 10,901 15,789 16,595 15,167 41% 66% 78% 55% 65% 65% White CVAP 3,058 4,651 1,799 9,696 5,332 2,861 12", 21% 13% 34% 21% 12% Afrkan Amerinn CVAP 193 459 193 444 429 840 1% 2% 1% 1% 21% 4% Asan CVAP 11,776 2,182 964 2,354 2,%4 4,134 44% 10% 7% 8% 11% 18'5 75A-12 CITY OF SANATA ANA - PLAN D Papulation I US CENSUS Estimated Total Current Population I American Community Survey Population % ACS White Deviation A 53,515 -1.1% (583) B 52,395 -3.1% (1,703) C 52,744 -2.5% (1,354) D 56,104 3.7% 2,006 E 54,425 0.6% 327 F 55,402 2.4% 1,304 Estimated Total Current Population I American Community Survey Estimate Total US Citizens (All Ages) I American Community Survey ACS US Citizen ACS US_Latino ACS ACS Population ACS White ACS Black ACS US_Whfte ACS American Indian ACS Asian ACS Latino A 54,867 103% 17,864 33%g252 48% 0% 193 0% 17,046 31% 33,139 83% B 55,469 106% 30,712 55% 23% 1% 294 1% 3,015 5% 46,026 122% C 50,827 96% 30,230 59% 12% 1% 157 0% 1,444 3% 46,683 156% D 58,013 103% 27,588 48% 35% 1% 469 1% 3,775 7% 42,084 97% E 56,119 103% 29,603 53% 27% 1% 330 1% 4,593 8% 44,323 111% F 57,640 104% 29,707 52% 25% 2% 302 1% 6,175 11% 46,858 120% Estimate Total US Citizens (All Ages) I American Community Survey ACS US Citizen ACS US_Latino ACS 'Percentage based on total ACS Population Estimate Citizen Voting Age Population (Age 18+ US Citizens) I American Community Survey ACS US -18+ ACS US -H18+ US Latino ACS US_Whfte ACS US_Blk ACS US_Asian A 39,739 72% 20,709 52% 19,030 48% 3,421 9% 223 1% 14,507 37% B 37,611 68% 29,111 77% 8,526 23% 5,085 14% 580 2% 2,500 7% C 29,919 59% 26,208 88% 3,695 12% 2,082 7% 253 1% 1,099 4% D 43,327 75% 28,333 65% 14,997 35% 10,767 25% 644 1% 3,020 7% E 39,906 71% 29,196 73% 10,716 27% 5,997 15% 468 1% 3,854 10% F 38,946 68% 29,179 75% 9,776 25% 3,151 8% 921 2% 5,254 13% 'Percentage based on total ACS Population Estimate Citizen Voting Age Population (Age 18+ US Citizens) I American Community Survey 'Percentage based on total A6 Population 75A-13 ACS US -18+ ACS US -H18+ ACS US_NH18+ ACS US -White 18+ ACS US_Blklg+ ACS US_Asianl8+ A 26,467 67% 10,803 41% 15,657 1 59% 3,058 12% 193 1% 11,776 44% B 22,302 43% 14,777 66% 7,547 34% 4,651 21% 459 2% 2,182 10% C 14,023 27% 10,901 78% 3,114 22% 1,799 13% 193 1% 964 7% D 28,648 51% 15,789 55% 12,855 45% 9,696 34% 444 2% 2,354 8% E 25,663 47% 16,595 65% 9,047 35% 5,337 21% 423 2% 2,964 12% F 23,321 42% 15,192 65% 8,137 35% 2,861 12% 846 4% 4,139 18% 'Percentage based on total A6 Population 75A-13 EXHIBIT 3: TIMELINE OF EVENTS WARD -RE -BOUNDARY PROCESS 75A-14 DESCRIPTIONOF ACTION DATE Published Notice of Community Meetings and Public Hearings in English, Spanish, Vietnamese, Chinese and Korean. August 27 Notices sent to religious organizations, Neighborhood Associations, a City Press Release and website developed with information COMMUNITY MEETING #1 - Thursday, August 30, 2018 at 10 August 30 a.m. at Iglesia De Dios Pentecostal, 1025 W. Memory Lane, September 4 PUBLIC HEARING #1 — City Council Meeting COMMUNITY MEETING #2 - Thursday, September 6, 2018 at 6 September 6 p.m. at Southwest Senior Center, 2201 W. McFadden Ave., COMMUNITY MEETING #3 - Monday, September 10, 2018 at 6 September 10 p.m. at Delhi Community Center, 505 E. Central Ave, COMMUNITY MEETING #4 - Saturday, September 15, 2018 at 10 September 15 a.m. at Salgado Recreation Center 706 N. Newhope St., September 18 PUBLIC HEARING #2 - City Council Meeting. (Pre -Map Formation) PUBLIC HEARING #3 — (Map Development Session) October 16 • Adjourn Hearing #3 to Hearing #4 for further consideration. PUBLIC HEARING #4 — Tuesday, October 30, 2018 at 5:45 p.m. (Map Development Session Cont.) • Review Proposed Maps as published and considered at previous October 30 Meeting. If any changes, will need to republish (NOTE: requires 7 days of publication prior to Hearing and adoption) • Approve first reading of Ordinance and authorize publication of Ordinance Requires five affirmative votes. Send Publication of Ordinance, including map(s) with new Ward October 31 boundary lines to OC Register for publication November 20 PUBLIC HEARING #5 - Adoption (2nd reading) of Ordinance establishing New Ward Boundaries. Effective Date of Ordinance establishing New Boundary Wards (MUST be adopted before 120 days pursuant to Charter and 125 days per ABI 730). 75A-14 EXHIBIT 4: ELECTION CODE 10010 Requirements: DIVISION 10 LOCAL SPECIAL VACANCY, AND CONSOLIDATED ELECTIONS 110000 - 107351 ( Division 10 enacted by Stats. 1994, Ch. 920, Sec. 2. ) PART 1. GENERAL PROVISIONS x10000 - 100101 ( Part 1 enacted by Stats. 1994, Ch. 920, Sec. 2. ) CHAPTER 2. District Boundaries 110010- 10010.1 ( Chapter 2 added by Stats. 2014, Ch. 873, Sec. 1. ) 10010. (a) A political subdivision that changes from an at -large method of election to a district -based election, or that establishes district -based elections, shall do all of the following before a public hearing at which the governing body of the political subdivision votes to approve or defeat an ordinance establishing district -based elections: (1) Before drawing a draft map or maps of the proposed boundaries of the districts, the political subdivision shall hold at least two public hearings over a period of no more than 30 days, at which the public is invited to provide input regarding the composition of the districts. Before these hearings, the political subdivision may conduct outreach to the public, including to non -English- speaking communities, to explain the districting process and to encourage public participation. (2) After all draft maps are drawn, the political subdivision shall publish and make available for release at least one draft map and, if members of the governing body of the political subdivision will be elected in their districts at different times to provide for staggered terms of office, the potential sequence of the elections. The political subdivision shall also hold at least two additional hearings over a period of no more than 45 days, at which the public is invited to provide input regarding the content of the draft map or maps and the proposed sequence of elections, if applicable. The first version of a draft map shall be published at least seven days before consideration at a hearing. If a draft map is revised at or following a hearing, it shall be published and made available to the public for at least seven days before being adopted. (b) In determining the final sequence of the district elections conducted in a political subdivision in which members of the governing body will be elected at different times to provide for staggered terms of office, the governing body shall give special consideration to the purposes of the California Voting Rights Act of 2001, and it shall take into account the preferences expressed by members of the districts. (c) This section applies to, but is not limited to, a proposal that is required due to a court -imposed change from an at -large method of election to a district -based election. (d) For purposes of this section, the following terms have the following meanings: (1) "At -large method of election" has the same meaning as set forth in subdivision (a) of Section 14026. (2) "District -based election" has the same meaning as set forth in subdivision (b) of Section 14026. 75A-15 (3) "Political subdivision" has the same meaning as set forth in subdivision (c) of Section 14026. (e) (1) Before commencing an action to enforce Sections 14027 and 14028, a prospective plaintiff shall send by certified mail a written notice to the clerk of the political subdivision against which the action would be brought asserting that the political subdivision's method of conducting elections may violate the California Voting Rights Act of 2001. (2) A prospective plaintiff shall not commence an action to enforce Sections 14027 and 14028 within 45 days of the political subdivision's receipt of the written notice described in paragraph (1). (3) (A) Before receiving a written notice described in paragraph (1), or within 45 days of receipt of a notice, a political subdivision may pass a resolution outlining its intention to transition from at -large to district -based elections, specific steps it will undertake to facilitate this transition and an estimated time frame for doing so. (B) If a political subdivision passes a resolution pursuant to subparagraph (A), a prospective plaintiff shall not commence an action to enforce Sections 14027 and 14028 within 90 days of the resolution's passage. (f) (1) If a political subdivision adopts an ordinance establishing district -based elections pursuant to subdivision (a), a prospective plaintiff who sent a written notice pursuant to paragraph (1) of subdivision (e) before the political subdivision passed its resolution of intention may, within 30 days of the ordinance's adoption, demand reimbursement for the cost of the work product generated to support the notice. A prospective plaintiff shall make the demand in writing and shall substantiate the demand with financial documentation, such as a detailed invoice for demography services. A political subdivision may request additional documentation if the provided documentation is insufficient to corroborate the claimed costs. A political subdivision shall reimburse a prospective plaintiff for reasonable costs claimed, or in an amount to which the parties mutually agree, within 45 days of receiving the written demand, except as provided in paragraph (2). In all cases, the amount of the reimbursement shall not exceed the cap described in paragraph (3). (2) If more than one prospective plaintiff is entitled to reimbursement, the political subdivision shall reimburse the prospective plaintiffs in the order in which they sent a written notice pursuant to paragraph (1) of subdivision (e), and the 45 -day time period described in paragraph (1) shall apply only to reimbursement of the first prospective plaintiff who sent a written notice. The cumulative amount of reimbursements to all prospective plaintiffs shall not exceed the cap described in paragraph (3). (3) The amount of reimbursement required by this section is capped at $30,000, as adjusted annually to the Consumer Price Index for All Urban Consumers, United States city average, as published by the United States Department of Labor. (Amended by Stats. 2017, Ch. 561, Sec. 51. (AB 1516) Effective January 1, 2018.) 75A-16 EXHIBIT 5 75A-17 Mitre -Ramirez, Norma From: Lisa Ganz Sent: Monday, September 10, 2018 4:30 PM To: eComment Subject: Ward mapping input Thank you for giving us the opportunity on the ward maps. Plan C, provides the best solution. Please submit this to public comments. Lisa Sent from my iPhone 75A-18 c w C> cr- N � r Q N m 0 E W cn C U w U_ -0 (D w U L) C9 U 3 Z o p >, Q o U w m LL U C9 1 Z_ < W � = Z Z Z Z W a UU -jw H Z � Q w W U cl ^m LL m LO rl- ► r s N ► O o O ► r s O o r ► O o tf7 S. r :9 a N lC m H V O a A N Q R J O a ? Y 0 Y 19 d c U U o L a OI Z d W > K a —m � LL 9 m a L N ii > O m o m U E E C d N E 0 U t O N o 0 Z � m o O m 9 `m % U o o 0 O a Oi L Z A — `o w G_ 75A-19 t \ 75A-20 m \ r ; { � � l�if•!!| • [; !!!/!! { ,` |E � � D 75A-20 m \ r ; { � m C a �o U) `o _T i U 0 n A E 6�tfS3' t - - - I UIll,mn� 75A-21 €n F=' N E O o �s E a E 8 E e E z3 3 3 £ t - - - I UIll,mn� 75A-21 75A-22 ! � r5 \A. } aa§ 75A-23 x3 § � i |) ( E | \am . \ .� §\{ \ // ,k� r5 \A. } aa§ 75A-23 x3 § � (6 C Q f9 C m CO O ` 3 T 6 � _ `O C III 0 I 75A-24 1 Xu E y 1 75A-25 d U 6 d � 3@g m Ei �Bpg��C R jgg�€€E E E i d E 75A-25 d U 0 � i i! OZI 75A-26 pnl B�ogn,µ 75A-27 6 a �1 11 U' W yg9 W .. - .A•. vP.q.3 FtA•. vt�,ll5 u � a � c16 F to Ec s 0 U .a pnl B�ogn,µ 75A-27 6 a @ Lei k f m � .!�!-!! � 9 •! g ! .Q� , y a• .`§ {!{ | !!{!!\4! -!| \ / . A 75A-28 x® M L £fig � GSE gqggg, syrJyp� G�. e�Y C Vj a A N z O� I 5 ` a- 75A-29 City of Santa Ma City of Santa Ana - rn �+' m Cl> pman Ave w L mp,o n Ave Garden Grove II Garqen Grove Blvc h V m { ; `c -)de,Trask Ave --.orTMn rvestnnn,ter A:e V, . M'6 Square Reg -nal P_k Mie Square Regonal ParF Mk Squaref Goff course re Rain ! ley 3 .� 2r o l� m S Page 1 of 1 O L • `yV Ch Lacy 2 i Lacy _ Name of Lacy Your Community Describe This community is Your majority low income Community and majority renters. They mainly communicate in Spanish along with practicing the same faith and celebrating the same traditions. Additional Many of the school Comments aged children are first language Spanish speakers. They will also feel better represented because their necessities are different due to their yearly income, which is far below their surrounding area. Today's 10/8/2018, 4:34 PM Date V IP Comments No comments available -30 Rep6rter/index.html?aonid=76c69f1 d... 10/9/2018 From: Leonel Velasauez Rodrinuez To: eComment Subject: Public Comment on Date: Tuesday, October 9, 2018 4:17:52 PM Hi Maria D. Huizar Santa Ana City clerk How are you? Here is our comment For the next week 3rd hearing to seek resident input on the content of the draft Ward map(s) and sequence of elections, select a preferred Ward map, and to introduce an ordinance for adoption. Tuesday, October 16th at 5:45 p. "This community is majority low income and majority renters. They mainly communicate in Spanish along with practicing the same faith and celebrating the same traditions.Also Many of parents and the school aged children are fust language Spanish speakers. They will also feel better represented because their necessities are different due to their yearly income, which is far below their surrounding area." ( Orahgl Garde -I 4-7 II F OLI I) L Valli_ 1--', V I—Tw-t 75A-31 Thanks very much God Bless You Leonel Velazquez Rodriguez Immigration and Education Community Coordinator 0 Orange County Congregation Community Organization 02018 Orange County Congregation Community Organization I OCCCO is affiliated with All donations are tax deductible to the extent allowed by law. "Democracy and diversity First " OCCCO is a non-profit, non-partisan 501(c)3 organization. OCCCO is not aligned with any political party nor do we support candidates for office.CONFIDENTIALTTY NOTICE: This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to which they are addressed. If you are not the intended recipient, you may not review, copy or distribute this message. If you have received this email in error, please notify the sender immediately and delete the original message. Neither the sender nor the company for which he or she works accepts any liability for any damage caused by any virus transmitted by this email. 75A-32 Orozco, Norma From: Huizar, Maria Sent: Thursday, October 11, 2018 4:43 PM To: eComment; Paul Mitchell Cc: 'Kimberly Hall Barlow' Subject: Ward Reboundary - Public Comment Attachments: i mage001 j pg Additional comment received for the record and for Paul to analyze and include in his presentation on Tuesday. From: Leonel Velasquez Rodriguez _- Sent: Thursday, October 11, 2018 4:19 PM To: Huizar, Maria <MHuizar@santa-ana.org> Subject: Re: Public Comment on Hi Maria Huizar D. Santa Ana City Clerk, I Hope this email finds you well. I point of clarification. OCCCO and OCCORD are recommending that the city consider adding two neighborhood to Map D, district C (See map outline). The reason being that they are more similar to other neighborhoods in district C -- i.e. low income and renters Thank you Very Much God Bless you Leonel Velazquez Rodriguez (Education and Immigration Community Coordinator) ��Occco together in faith, forward for justice Orange County Congregation Community Organization OCCCO is a non-profit, non-partisan 501(c)3 organization. OCCCO is not aligned with any political party nor do we support candidates for office CONFIDENTIALITY NOTICE: This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to which they are addressed. If you are not the intended recipient, you may not review, copy or distribute this message. If you have received this email in error, please notify the sender immediately and delete the original message. Neither the sender nor the company for which he or she works accepts any liability for any damage cau�ed�y any vit transmitted by this email. On Too, Oct 9, 2018 at 4:30 PM Huizar, Maria <MHuizar(a�,santa-ana.org> wrote: Thank you for your comments. I will forward to consultant who will analyze and include in the presentation. From: Leonel Velasquez Rodriguez [mailtc Sent: Tuesday, October 9, 2018 4:18 PM To: eComment <eComment@santa-ana.ora> Subject: Public Comment on Hi Maria D. Huizar Santa Ana City clerk How are you? Here is our comment For the next week 3rd hearing to seek resident input on the content of the draft Ward map(s) and sequence of elections, select a preferred Ward map, and to introduce an ordinance for adoption. Tuesday, October 16th at 5:45 p. "This community is majority low income and majority renters. They mainly communicate in Spanish along with practicing the same faith and celebrating the same traditions.Also Many of parents and the school aged children are first language Spanish speakers. They will also feel better represented because their necessities are different due to their yearly income, which is far below their surrounding area." 75A-34 Thanks very much God Bless You Leonel Velazquez Rodriguez Immigration and Education Community Coordinator Q4c4 in dmtr Orange County Congregation Community Organization ©2018 Orange County Congregation Community Organization I OCCCO is affiliated with the Faith in Action Networkand the PICO California Project All donations are tax deductible to the extent allowed by law. Tax ID "Democracy and diversity First " OCCCO is a non-profit, non-partisan 501(c)3 organization. OCCCO is not aligned with any political party nor do we support candidates for office. CONFIDENTIALITY NOTICE: This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to which they are addressed. If you are not the intended recipient, you may not review, copy or distribute this message. If you have received this email in error, please notify the sender immediately and delete the original message. Neither the sender nor the " company for which he or she works accepts any liability for any damage caused by any virus transmitted by this email. 75A-35 Ira 75A-36 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: PUBLIC HEARING — RESOLUTION TO AUTHORIZE NEGOTIATIONS FOR THE SALE OF PORTIONS OF CITY -OWNED REAL PROPERTY AT 1301 AND 1305 WEST 12TH STREET (NON -GENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3, 2C) CITYLMANA 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 Adopt a resolution authorizing direct negotiations for the sale of portions of two City -owned properties at 1301 and 1305 West 12th Street, without the need for public auction or competitive bidding, as permitted by Section 2-709 of the Santa Ana Municipal Code upon two-thirds vote of the City Council. DISCUSSION During the course of the Bristol Street Improvement Project, the Public Works Agency has acquired numerous properties along the corridor. Through consolidation, the majority of the remnant properties on Bristol Street are of sufficient size to develop pursuant to the Bristol Specific Plan. However, in three circumstances the remnants do not meet the Bristol Specific Plan's zoning requirements for lot size and cannot be consolidated. The locations are detailed below: Address APN Zoning Remnant Size s Authorization 1301, 1305 W. 12th St. 004-131-34,19 C 7,780 Today 1247 W. Santa Ana Blvd. 008-082-29 C 5,408 Future 515, 517 N. Bristol St. 008-081-26, 28 C 8,887 Future The subject properties at 1301 and 1305 West 12th Street (APN 004-113-34 and APN 004-113- 19, respectively) were acquired as part of Bristol Street Improvements Phase 3A from Civic Center to Washington (Exhibit 1). The Bristol Improvements include constructing a cul-de-sac located on Bristol and 12th Street. Those improvements will result in the subject remnant parcels being too small and irregularly shaped to independently develop (Exhibit 2). Moreover, the subject parcels, zoned Commercial, are considered "landlocked" due to their small size for its zoning (7,780 square feet) and no independent utility access. 7513-1 Public Hearing — Resolution to Authorize Negotiations Sale of City -owned Real Property at 1301 and 1305 West 12th Street October 16, 2018 Page 2 Immediately to the north of the two subject properties, the City obtained a partial acquisition from a portion of the parking lot at 1220 North Bristol Street. The property owners of 1220 North Bristol, hereby referred to as "Marshall -Kelley," approached the City and are interested in acquiring the subject "landlocked" properties, in order to regain the parking spaces lost and upgrade their overall site. For these reasons, staff recommends direct negotiations with Marshall -Kelley to facilitate a sale of these properties that will be mutually beneficial to all parties. The sale of these properties would return them to the property tax rolls as part of the larger commercial property. The subject parcels have a total combined area of approximately 7,780 square feet and would otherwise present a challenge to the City to market and sell to parties other than the adjacent property owner. The other remaining remnant property cases designated as "future" will be addressed if any of the adjacent property owners approach the City with similar proposals to acquire and develop, or will be included for disposition with all the other properties owned by the City at a future date. The properties were acquired using Measure M and Gas Tax funds appropriated for this project from the Orange County Transportation Authority (OCTA). The purchase prices were based on appraised values prepared by a state -licensed appraiser. The remnant portions of these - properties that will remain after the Bristol Street Improvement Project is completed will not be used by the City, and are being held for purposes of exchange or sale. Due to the funding sources used for their acquisition, the City is obligated dispose of the remnant parcels, with the proceeds to be used for the continuation of the Bristol Street Improvements. Under the Santa Ana Municipal Code (SAMC) Section 2-706, surplus real property may be sold (after authorization by the Council) only to the highest bidder, subject to final confirmation by the Council and with notice of the sale given by newspaper publication. However, SAMC Section 2- 709, provides an exemption to this procedure and permits a sale on direct negotiations without the need for public auction or competitive bidding, upon two-thirds vote of the City Council after a duly noticed public hearing. 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). 75B-2 Public Hearing — Resolution to Authorize Negotiations Sale of City -owned Real Property at 1301 and 1305 West 12th Street October 16, 2018 Page 3 ENVIRONMENTAL IMPACT There are no environmental impacts associated with this action. FISCAL IMPACT There is no fiscal impact at this time. Revenue from the sale of these City -owned properties must be recognized in the Select Street Construction and OCTA Measure M2 Street Construction funds used for the acquisition. Upon conclusion of the negotiations, staff will bring the transaction details, including the revenues generated, for City Council authorization to recognize, receive, and distribute the proceeds in accordance with Agreement C-8-1157 between the City and Minh Thai Executive Director Planning and Building Agency Exhibits: 1. Location Map 2. Detailed Map of Subject Properties 3. Resolution 75B-3 75B-4 4 (NTS) MATCFLIIE SEE BELOW RIM9 10TH STREET 405-262.27 405.262.26 405-262.25 405.262.24 405.262-23 405.262.22 405.262-21 u g u g I� J L__j- WASHINGTON AVENUE n � 40 •274.12 MARSHALL- - N KELLEY m 40 •274•Il 12TH STREET L05-274-10 n 405-27/•09 405.262.33 405.262.32 ' ST•REETW 405.262.31 m N 405.262.30 ,•J a a 0O o mm ` m 405.262.29 /05.262-26 � q MAT*LM SEE TOP LEFT LEGEND: -SUBJECT PROPERTIES - PARTIAL ACOLISITION PREVIOUSLY ACOUIIIREDIFEO SANTA ANA PUBLIC HEARING - RESOLUTION TO AUTHOR NEGOTIATION FOR THE SALE OF PORTIONS OF P W A CITY-OWNED1305REAL PROPERTY AT WEST LOTH STREET 1301 AND (NON -GENERAL FUND)__, 75B-5 PAGE 1 OF 1 75B-6 14 (NTS) WA13fiNC9M AVENUE - SUBJECT PROPERTIES SANTA ANA PWA Mi " EXHIBIT 2 75B-7 PACE I OF I 75B-8 jmf 10/16/2018 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING DIRECT NEGOTIATIONS FOR THE SALE OF PORTIONS OF CITY -OWNED REAL PROPERTY AT 1301 WEST 12TH STREET AND 1305 WEST 12TH STREET 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. In 2016 and 2017, during the course of the Bristol Street Improvements Project, the City acquired the adjacent real property at 1301 West 12th Street and 1305 West 121' Street. B. The portions of these properties that will remain after the Bristol Project is completed have not been, and will not be, used by the City and are being held for purposes of exchange or sale. C. The owner of the property immediately north of 1301 West 12th Street and .1305 West 12th Street, known as Marshall -Kelley, LLC, operates that property on a commercial basis. Marshall -Kelley, LLC has expressed interest to acquire portions of the real property at 1301 West 12th Street and 1305 West 12th Street to upgrade its overall site and expand parking that was adversely impacted by the Bristol Project. These properties are of irregular size and shape, are zoned commercially, and have little or no independent utility. D. Santa Ana Municipal Code section 2-706 establishes the procedures for the sale of City -owned surplus real property. Under these procedures, following council authorization for sale, City -owned surplus real property shall be sold by competitive bidding to the highest bidder subject to final authorization of the City Council. E. As permitted by Santa Ana Municipal Code section 2-709, the sale of City - owned real property may be exempted from this manner of sale upon 2/3 vote of the City Council after a duly noticed public hearing, whereby the sale may instead be made upon a basis of direct negotiations without the necessity for public auction or competitive bidding, when the authority to so negotiate has been granted by the City Council. Resolution No. 2018-xxx Page 1 of 3 imf 10/16/2018 F. On October 16, 2018, the City Council held a duly noticed public hearing after which a 213 majority of the City Council voted to exempt the sale of portions of the real property at 1301 West 12th Street and 1305 West 12th Street from competitive bidding and authorize direct negotiations for their sale with Marshall -Kelley, LLC. Section 2. The City Council of the City of Santa Ana hereby exempts the sale of portions of the City -owned real property at 1301 West 12th Street and 1305 West 12th Street from the competitive bidding procedures in Santa Ana Municipal Code section 2- 706 and authorizes the City Manager or his or her designee to negotiate directly for their sale with Marshall -Kelley, LLC, in accordance with Santa Ana Municipal Code section 2- 709. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 161" day October, 2018. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: V&rA - l Yom. J&n M. Funk Assistant City Attorney AYES Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Miguel A. Pulido Mayor 75B-10 Resolution No. 2018-xxx Page 2 of 3 jmf 10/16/2018 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council do hereby attest to and certify the attached Resolution No 2018 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on October 16, 2018. Date Clerk of the Council City of Santa Ana 75B-11 Resolution No. 2018-xxx Page 3 of 3 75B-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: PUBLIC HEARING TO ADOPT A RESOLUTION TO ESTABLISH AN UNDERGROUND UTILITY DISTRICT ON WARNER AVENUE FROM MAIN STREET TO GRAND AVENUE {STRATEGIC PLAN NO. 6, 1C, 1G} CIT6YAIMNAGER 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 Adopt a resolution establishing an Underground Utility District on Warner Avenue from Main Street to Grand Avenue as Underground Utility District No. 37. DISCUSSION On July 17, 2018, Council approved a resolution setting a public hearing for October 16, 2018, to consider adoption of a resolution to establish Warner Avenue from Main Street to Grand Avenue as Underground Utility District (UUD) No. 37. To establish a UUD, Santa Ana Municipal Code (SAMC) Section 37-2 requires that a public hearing be held to provide opportunity for public comment and to review the Engineer's Report (Exhibit 1) for the project, which includes description of the work, utility coordination process, and estimated time required to complete the project. Establishment of UUD No. 37 is recommended to coincide with the Warner Avenue Improvements project from Main Street to Grand Avenue. The proposed improvements include installing raised medians, protected bike lanes, and buffered sidewalks; and widening from a four -lane roadway to a six -lane arterial, to address vehicle, pedestrian, and bike safety issues. Undergrounding existing overhead utility poles will enhance the benefits of the Warner Avenue corridor further by improving public safety, reducing maintenance for cost savings, and enhancing street -view aesthetics. Staff recommends the City Council adopt a resolution establishing Underground Utility District No. 37 (Exhibit 2) to meet the provisions in SAMC Sections 37-2 and 37-3. Prior to the public hearing date, the City has been coordinating with all impacted utility companies to determine the estimates of the extent of their participation and time required to complete the underground process. Once the UUD has been established by a resolution approved by the City Council, the City will continue coordination efforts with the utility companies to commence with the undergrounding process. 75C-1 Public Hearing to Establish Underground Utility District No. 37 on Warner Avenue from Main to Grand October 16, 2018 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 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), 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. FISCAL IMPACT There is no fiscal impact associated with establishing UUD No. 37. The utility undergrounding project along Warner Avenue is eligible for fund allocations for the City through the California Overhead Conversion Program established by the California Public Utilities Commission. This guideline requires the private electric and telecommunication companies to set aside a certain percentage of their income to perform the underground process. 0 Fuad S.eiss, PE, PLS Executiv Director Public Wdtks Agency Exhibits: 1. Engineer's Report 2. Resolution 75C-2 October 16", 2018 UUD No. 37 ENGINEER'S REPORT UNDERGROUND UTILITY DISTRICT NO. 37 WARNER AVENUE FROM MAIN STREET TO GRAND AVENUE An underground utility district is a boundary within which poles, overhead and wires and associated overhead structures are prohibited. The procedure for establishing an underground utility district is defined in Chapter Santa Ana Municipal Code (SAMC) Chapter 37, The Santa Ana Municipal Code Section 37-3 requires the filing of an Engineer's Report prior to adoption of an Underground Utility District. This document constitutes the Engineer's Report and its format is in accordance with the aforementioned code sections. STATEMENT OF THE ISSUE Based on the current environmental documents for Warner Avenue Improvements project bounded by Main Street and Grand Avenue, one of the goals of the project is to underground existing overhead utility and related poles since existing overhead utility poles within public right-of-way are obstructing pedestrian access along Warner Avenue and also impedes visibility which affects traffic safety. An underground utility district is proposed to be established along Warner Avenue between Main Street and Grand Avenue (Exhibit A — Underground Utility District No. 37 Boundaries) for the purpose of placing all overhead utilities within the district boundaries underground. Significant community benefits can be achieved from undergrounding overhead utilities including improving public safety, enhancing street -view aesthetics, reducing maintenance for cost savings, and providing more reliable utility services to customers. DESCRIPTION OF THE WORK The Warner Avenue Improvements Project will secure the necessary right-of-way to widen the roadway and construct the underground structures. The existing overhead electric, telephone, cable TV, and street light wires servicing residential and commercial properties along Warner Avenue shall be removed and placed in the underground substructures. All future electrical and communication facilities located within district shall be located in the underground substructure. The improvements for these underground works will be designed by Southern California Edison (SCE), AT&T Inc., Charter Communications Inc., Crown Castle International Corp., Mpower (TPx) Communications Corp., and Verizon Communications Inc. The utility companies will also be responsible for coordinating and constructing the necessary improvements. The City will inspect the work to ensure conformance to City standards and special provisions where applicable. Existing overhead connections to adjacent parcels must be included in the project, providing a service lateral to individual properties. To minimize the impact during regular business hours, night work will be done for parts of the work. The utility underground construction shall coincide with the planned street improvements to minimize impacts to the community and cost. SCHEDULE AND COST OF THE WORK The underground process will be constructed into two phases to match with the Warner Avenue Improvements Project phasing plan. Phase 1, which will underground all overhead utilities from Main Street to Oak Street, is planned for construction in 2021. Phase 2, which will underground overhead utilities from Oak Street to Grand Avenue, is planned for construction in 2025. Based on the coordination effort with the impact utility companies, the Page i of 3 EXHIBIT 1 75C-3 October 16"', 2018 UUD No. 37 work will consist of construction of underground utility facilities and removal of all overhead utility wires and utility poles within the district boundaries. The California Public Utilities Commission (CPUC) instituted a Utility Undergrounding Program in 1967 aimed at replacing overhead with underground facilities. The CPUC provides three rules relative to utility undergrounding projects with the State, Rule 20A, Rule 2013, and Rule 20C. The difference among these three rules involves the funding source to pay for underground project costs. Under Rule 20A, private electric and telecommunication companies are required to set aside a certain percentage of their income to achieve the conversion. In the case of Southern California Edison Company (SCE), this conversion outlay is to be expended in cities in the same ratio that the number of customers in each city bears to the total number of customers in the system. For a project to qualify as a 20A project, it must be determined, after consultation with the electric utility, that such undergrounding is in the general public interest for one or more of the following reasons, all of which have been determined to apply to the subject project: (a) Such undergrounding will avoid or eliminate an unusually heavy concentration of overhead electric, facilities; (b) The street or right-of-way is extensively used by the general public and carries a heavy volume of pedestrian or vehicular traffic; or (c) The street, road, or right-of-way adjoins or passes through a civic area, public recreation area, or an area of unusual scenic interest to the general public. At this time, the City of Santa Ana has a reserve allocation balance of $2,099,820 in Rule 20A funds. The City receives an annual allocation of approximately $539,601 in Rule 20A funds from SCE. Currently, the CPUC allows up to five years of mortgaging, or "saving up," allocations levels by local governments, provided adequate utility capital and personnel are available. The project will have an estimated amount of $6,416,626 in Rule 20A funds by 2021. Notes: ' CPUC Decision 01-12-009 allows local agencies to spend ahead up to five years' worth of annual allocations. Under Rule 2013, the City would fund for most of the cost, excluding the cost of removing overhead poles, lines and facilities. Under Rule 20C, the City would pay for most of the cost, less a credit for the salvage value of the removed facilities. Prepared under t supervision of win "William" G ve City Engineer Public Works Agency City of Santa Ana 75C-4 Page 2 of 3 YEAR 2018 2019 2020 2021 Available Funds Rule 20A Beginning Balance $2,099,820 $2,639,421 $3,179,022 $3,718,623 Rule 20A Estimated Annual Allocation $539,601 $539,601 $539,601 $539,601 Rule 20A Mortgage (up to 5 ears) Not Used Not Used Not Used '$2,698,005 RULE 20A YEAR END BALANCE $2,639,421 $3,179,022 $3,718,623 $6,416,628 Notes: ' CPUC Decision 01-12-009 allows local agencies to spend ahead up to five years' worth of annual allocations. Under Rule 2013, the City would fund for most of the cost, excluding the cost of removing overhead poles, lines and facilities. Under Rule 20C, the City would pay for most of the cost, less a credit for the salvage value of the removed facilities. Prepared under t supervision of win "William" G ve City Engineer Public Works Agency City of Santa Ana 75C-4 Page 2 of 3 October 16th, 2018 UUD No. 37 Page 3 of 3 75C-5 District Boundary Map PHASE t t - � a Q G 1 J N N W W t 75'W 0 W N J N N /BOUNDARY AREA amara w o ...® �o www>avvwavvm®w e<. F Ln N N �— WARN R AVENUE ®mm r N ~ wsamvmwm asm.aa wm®v®mr OUNOARY AREALa masmw®� W Z a �Cyi a J V a ll e C w z N Z O 5 N be ¢ i a W OUNDARY AREA F Y I . 2 I U W am.mmww .v ommmamrswm mw.vva.� 'A Ln r WARN R AV NU ti N t(1 mwwR'iwwm ��w - wi>�w�wm'iwmYmiwwCmwwwYmt'ei6 ifw d~ ®wCwOmw w BOUNDARY AREA®®w W w �w ePHASE 2 ¢ J u � Q W y W 4 a: x OUNDARY AREA vamwwvm..d.wwm. m.v-. a vwww..-mw..v wmm®v mom m ti / /WARN R AVENUE ti m® ~ my .w n wv wwamw:mvarnw®®wv�® vv.v®sws: we®vm v O AREA BOUNDARY AREA a 75 Z Q a PHASE 2 a. M LEGEND: 1 BOUNDARY AREA EXHIBIT A PROPOSED BOUNDARIES OF WARNER AVENUE FROM MAIN STREET TO GRAND AVENUE UTILITY DISTRICT (UD NO, 37) Page 3 of 3 75C-5 75C-6 jmf 9/28/18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO ESTABLISH UNDERGROUND UTILITY DISTRICT NO. 37, WARNER AVENUE FROM MAIN STREET TO GRAND AVENUE 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. Chapter 37 of the Santa Ana Municipal Code describes the procedures for establishing an underground utility district. These procedures Include the calling of a public hearing by the City Council to ascertain whether the public necessity, health, safety, or welfare requires the removal of poles, overhead wires, and associated overhead structures within designated areas of the City and the underground Installation of wires and facilities for supplying electric communication, or similar or associated service. B. If, after such public hearing, the City Council finds that the public necessity, health, safety, or welfare requires such removal and underground installation within the designated area, the City Council shall declare by resolution the designated area an underground utility district and order such removal and underground installation. C. . On July 17,.2G18, the City Council adopted Resolution No. 2018-052 declaring its intention to establish Underground Utility District No. 37, to be located along Warner Avenue from Main Street to Grand Avenue, and calling a public hearing for this purpose on October 16, 2018, at 5:45 p.m. or as soon as possible thereafter, in the Santa Ana City Council Chambers, 22 Civic Center Plaza, Santa Ana, California. D. Notice was given to all affected utilities and property owners concerned as shown on the last equalized assessment roll of the time and place of such hearing at least ten days prior to the date thereof. E. On October 16, 2018, the City Council duly held a public hearing, at which all persons interested were given an opportunity to be heard. F. An Engineer's Report for Underground Utility District No. 37 was prepared prior to the holding of the public hearing and submitted at the time thereof. A copy of this report will be kept on file with the Clerk of the Council. Section 2. The City Council of the City of Santa Ana hereby finds and determines that the public necessity, health, safety, or welfare requires the removal of poles, overhead wires, and associated overhead structures, and the underground installation of wires and facilities for supplying electric communication, or similar or associated service, within that Resolution No. 2018 -XXX Page 1 of 3 Exhibit 2 75C-7 jmf 9/28/18 area of the City along Warner Avenue from Main Street to Grand Avenue, as shown on the map attached as Exhibit A. Section 3. Pursuant to Santa Ana Municipal Code Section 37-4, the above- described area as depicted on Exhibit A is hereby designated as Underground Utility District No. 37 of the City of Santa Ana. Section 4. The City Council furtherfinds and determines that Underground Utility District No. 37 is created in the general public interest because such undergrounding will avoid or eliminate an unusually heavy concentration of overhead electric facilities, the street or right-of-way is extensively used by the general public and carries a heavy volume of pedestrian or vehicular traffic, and the street, road, or right-of-way adjoins or passes through a civic area, public recreation area, or an area of unusual scenic interest to the general public. Section 5. The City Council orders the removal of all poles, overhead wires, and associated overhead structures, and the underground installation of wires and facilities for supplying electric communication, or similar or associated service, to be completed within Underground Utility District No. 37 on or before January 1, 2031. Affected property owners must be ready to receive underground service on January 1, 2021. Section 6. Any electric, communication, or similar or associated utility that undertakes underground installation of its facilities under this Resolution shall use its own underground conversion funds to provide to each premises within Underground Utility District No. 37 the installation of up to 100 feet of each customer's underground service lateral that is occasioned by the undergrounding (as well as backfill, paving, and conduit if required). Section 7. The establishment of an underground utility district and the removal of poles and underground installation of overhead wires and associated overhead structures is within the class of projects under Section 15302 of the State CEQA Guidelines, which consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced, and is therefore categorically exempt from the provisions of CEQA. Section B. Within ten (10) days of the effective date of this Resolution, the Clerk of the Council shall notify all affected utilities and all persons owning real property within Underground Utility District No. 37 of the adoption thereof, The Clerk shall further notify such affected property owners of the necessity that, if they or any person occupying such property desire to continue to receive electric, communication, or similar or associated service, they or such occupant shall provide all necessary facility changes on their premises so as to receive such service from the lines of the supplying utility or utilities at a new location, subject to the applicable rules, regulations, and tariffs of the respective utility or utilities on file with the California Public Utilities Commission. The notification required by this Section 8 shall be made by mailing a copy of this Resolution, together with a copy Resoldon No. 2018-)= Page 2 of 3 75C-8 jmf 9128118 of Chapter 37 of the Santa Ana Municipal Code, to affected property owners as shown on the last equalized assessment role and to the affected utilities. Section 9. 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 16th day of October, 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: %,—f +r�L ohn M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on October 16, 2018. Date: Clerk of the Council City of Santa Aha 75C-9 Resolution No. 2018 -XXX Page 3 of 3 October 16th, 2018 UUD No. 37 75C-10 Ln ,,mUNDARY .. ---- ---- Ed pZ10i� :1 1•' //%---- -//Y�///O///� %�///�/�///%%�%%///��/moi, ' BOUNDARY PHASE 2 LEGEND:Cr BOUNDARY - EXHIBIT A PROPOSED BOUNDARIES OF WARNER AVENUE FROM . GRAND AVENUE UTILITY DISTRICT . NO. 75C-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: PUBLIC HEARING - ORDINANCE AMENDING CERTAIN SECTIONS OF CHAPTER 8 OF THE SANTA ANA MUNICIPAL CODE (8-7,8-1982,8-1985,8-1986) CERTIFICATE OF OCCUPANCY AND FORECLOSURE REGISTRY PROGRAM {STRATEGIC PLAN NO. 5, 4} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt an ordinance amending Chapter 8 of the SAMC regarding Certificate of Occupancy and Foreclosure Registry Program. City Council adopted Ordinance NS -2927 on October 17, 2017 in order to establish a property registration process that identifies 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. To date, for fiscal year 2018/19, the City has received $61,950 in revenues for registration fees as part of this program and has identified potential blighted properties. In addition, it has provided property contact information which facilitates code enforcement efforts. The recommended language amendments clarify and encompasses full description of all registrable properties. Recommended changes to Section 8-7 broaden the scope of the Certificate of Occupancy approvals for any business and provides ability to revoke any Certificate of Occupancy operating in violation of its approved use and be addressed as a nuisance. This provides the language necessary to address and properly abate any potential public nuisance. 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). 75D-1 Ordinance Amending Certain Sections of Chapter 8 of the Santa Ana Municipal Code October 16, 2018 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Minh Thai Executive Director Planning and Building Agency AN:rb SAFCA110-16-18W mend chapter 8— Code Enforcement Exhibit: 1. Ordinance 75D-2 ORDINANCE NO. NS-XXXX AN ORDINANCE AMENDING CERTAIN SECTIONS OF CHAPTER 8 OF THE CITY OF SANTA ANA MUNICIPAL CODE INCLUDING SECTION 8-7 (VIOLATION AND PENALTY) AND 8-9 (REVOCATION AND APPEAL) AND SECTIONS 8-1982, 8-1985, AND 8-1986 OF THE FORECLOSURE REGISTRY PROGRAM 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. 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. C. The City Council adopted Ordinance No. NS -2927 on October 17, 2017, to establish a property registration process that identifies 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. D. The City Council finds that the implementation of the following clarifications 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. E. Recommended changes to Section 8-7 broaden the scope of the Certificate of Occupancy approvals for any business and provides ability to revoke any certificate of occupancy operating in violation of its approved use and be addressed as a nuisance. This provides the Ordinance No. NS-XXXX Page 1 75D-3 language necessary to address and properly abate any potential public nuisance. 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 Section 8-7 of the Santa Ana Municipal Code ("SAMC"), "Violation and penalty" as follows: Sec. 8-7. - Violation and penalty. (a) Except as otherwise provided in this chapter, any person violating any provision of this chapter shall be punished as provided in section 1-8 of this Code, and in addition, all procedures for the correction of illegal conditions shall apply. (b) Each separate day or any portion thereof during which any violation of this chapter occurs or continues shall be deemed to constitute a separate offense and, upon conviction thereof, shall be punishable as herein provided. (c) The issuance or granting of a permit, or approval based on plans, specifications or other data shall not be deemed or construed to be a permit for, or an approval of, any violation of any of the provisions of this chapter. Permits presuming to give authority to violate or cancel the provisions of this chapter shall be invalid, except insofar as the work or use which is authorized is lawful. (d) The issuance or granting of a permit, approval or certificate of occupancy based on submitted plans, specifications or other data shall not prevent the administrative authority from: (1) Thereafter requiring the correction of errors in such plans, specifications or other data; or 2) Ordering cessation of construction, maintenance, operation, or occupancy when it is in violation of this chapter or of any other ordinance; or (3) Revoking any permit, approval or certificate of occupancy or completion when issued in; or; (4) Suspending or revoking any permit, approval, certificate of occupancy or completion when issued on the basis of incorrect information supplied or in violation of any section of this Code. Ordinance No. NS-XXXX Page 2 75D-4 penalties pursuant to applicable law. The cost of such abatement may be recovered by the City as outlined in the provisions of this Code. Section 4. The City hereby amends Section 8-9 of the Santa Ana Municipal Code, 'Reserved" as follows: Sec. 8-9 — Reser-ved.Revocation of permit, approval, certificate of occupancy or completion and Appeal. A. Revocation. The Executive Director of the Planning and Building Agency or his/her designee may revoke a permit, approval, certificate of occupancy or completion, after notice and opportunity to be heard by the grantee, upon his/her determination that the permit, approval, certificate of occupancy or completion is being exercised in a manner contrary to the regulations of this chapter which are applicable to the use or activity permitted by such permit, approval, certificate of occupancy or completion. and Building Agency, and any grantee whose permit approval, certificate of occupancy or completion is revoked by said Director, may, within ten (10) days following such decision, appeal such decision pursuant to the provisions of Chapter 3 of this Code. Section 5. The City hereby amends Division 3 to Article 10 of Chapter 8 of the SAMC, entitled 'Registration and Maintenance of Abandoned and Defaulted Mortgage Properties" to read as follows: DIVISION 3. - REGISTRATION AND MAINTENANCE OF ABANDONED, VACANT, AND/OR -DEFAULTED MORTGAGE PROPERTIES Sec. 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, defaulted and/or vacant properties; to establish an abandoned property registration program for such properties, and to set forth guidelines for the maintenance of such properties. Section 6. The City hereby amends Section 8-1985., 'Registration" as follows: Sec. 8-1985. - Registration. 75D-5 Ordinance No. NS-XXXX Page 3 A. Each beneficiary and trustee, who holds a deed of trust on a property located within the city, 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, and must comply with Civil Code section 2923.5, as amended from time to time. B. If such inspection shows that the property is abandoned, the owner, beneficiary or trustee shall, within ten (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. D. The registration required pursuant to subsection B. 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. 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 ten (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 five (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 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 five (5) days of the transfer must register the property and pay a registration fee in accordance with this article. Any previous unpaid Ordinance No. NS-XXXX Page 4 75D-6 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 the ordinance from which this section is derived have thirty (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. Section 7. The City hereby amends Section 8-1986., "Maintenance requirements" as follows: Sec. 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 abandened OF Ya registrable property: A. Any abandoned registrable property shall be maintained in compliance with the requirements of this chapter and 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. Abaadened Registrable 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. Abaadened Registrable property shall be maintained free of graffiti, tagging or similar marking in accordance with Article IV of Chapter 10 of this Code. 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 artificial turf/sod designed specifically for residential installation and standards listed in section 41-609 "Landscape", and abide by the planning and public works division landscape standards. Landscaping does not include Ordinance No. NS-XXXX Page 5 75D-7 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 homeowner's 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 abandeRed registrable 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. Section 8. 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 9. 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 2018. APPROVED AS TO FORM Sonia R. Carvalho, City Attorney By: lzt��— Lisb Storck Assistant City Attorney Miguel A. Pulido Mayor 75D-8 Ordinance No. NS-XXXX Page 6 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 , 2018, 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 75D-9 Ordinance No. NS-XXXX Page 7 75D-10